Playback Error
by Kiristo
Summary: Set three weeks after Pause/Rewind/Play. Things aren't as okay as they seemed as Billy refuses to reveal the reason behind his recent mood swings. Meanwhile, Spencer wants to film a movie at an abandoned hospital before it's demolished. But things get a little too real when people start to go missing and Spencer finds himself in serious trouble against another supernatural force.
1. Chapter 1

Spencer failed to suppress another yawn.

"Whoa man, that's like the twelfth time this morning!" Rajeev said.

"Are you ok, Spencer?" Shanilla asked.

He forced a smile, "I'm fine, dude monkeys. Just tired. There's nothing to worry about."

He wasn't really ok but he wasn't going to tell them that. He was exhausted, frustrated, and worried. Spencer rested his head in his hand with his elbow, propping himself up on the desk.

It had been about three weeks since he and Billy had regained their memories of the forgotten week from their childhoods, to which they referred to as 'The Incident'. While many happy memories came out of the experience there were also some serious issues they'd yet to resolve. Spencer couldn't help thinking about all the 'what ifs' had they not forgotten. He also kept having dreams and nightmares which kept him up most nights. He found that he barely had enough energy or willpower to try filming anything new. Instead, he spent most of his free time archiving and editing old clips. It didn't help that his more recent films had received poor reviews. Spencer hadn't been in a great mood over the last three weeks and Billy didn't seem to be faring any better.

Billy still had not addressed any of the issues about his parents. Spencer offered to help Billy find out more about his father but Billy refused without explaining why. Billy also didn't want to talk about anything having to do with his mother. Not that Spencer could blame him. They occasionally reminisce on the happier memories but Spencer had also tried to ask Billy how he felt about the not so happy ones. Billy was tight-lipped, brushing the conversations off, and day by day his mood would shift. Some days he was his usual happy, charismatic, clumsy, narcissistic self and other times he was gloomy and brooding. During his lesser moods, he'd opt to silently sit in a chair in Spencer's room and strum on a guitar while staring at the ceiling. This pattern repeated itself a lot over the past three weeks.

However, the ghost did discuss bringing Spencer's parents in on the memory issue.

Theoretically, with their pictures and old toys no longer cursed Spencer's parents should regain their memories once they touch the objects if they were laced with Billys' ectoplasm. But both boys agreed that wouldn't be the best idea. Jane and Hugh would regain their memories of that week but how would Spencer explain how they were lost in the first place? He couldn't tell them that a ghost placed a curse on them and Billy wasn't willing to let them in on the fact that he was still haunting the mansion. More than likely they would feel tremendous guilt over the fact that they forgot about their distant cousins' visit and the boys didn't want that. So the memories were kept a secret. Apart from Rajeev and Shanilla of course who had grilled them on what happened when they had returned.

Even though Billy had agreed it was for the best it didn't seem to help his mood. If anything he grew a little gloomier. So for the past week, Spencer put his personal concerns to the side and decided he'd try to help his friend, even if Billy didn't ask for it. When he wasn't at school or editing old clips he did a little internet research into the late pop-stars' life and family. He felt a little like he was invading Billy's privacy but he figured if he could understand a little bit more about what was going on inside the ghosts' head he might be able to help his friend. Plus, it was common knowledge if it was on the internet so it's not like he was technically snooping, right? Spencer tried telling himself that the more information he uncovered. But he hadn't brought it up to Billy yet. It was a hard subject and he didn't know how to approach it. Billy didn't seem to be in a heart to heart mood recently anyway.

Today was another 'gloomy day' so his cousin hadn't accompanied him to school. Billy barely even acknowledged him this morning when Spencer asked if he was coming along which had him very worried. If Billy looked to be in a better mood when he got home then maybe he'd hint at it.

His train of thought was cut off as something knocked his arm and his head collided with his desk. Hard. Spencer yelped and cradled the spot where he'd have a new bruise. He heard laughter around him.

"Wakey, wakey, loser!" Kleet shouted in his ear.

Spencer groaned. He hadn't realized he'd closed his eyes and didn't know how long he'd been out. He supposed he should be grateful the teacher wasn't there yet. "You really have nothing better to do, do you?"

"Like you're one to talk!" Lolo shrieked with laughter from across the room, "That coming from a guy who makes lame videos all the time that no one likes and who talks to himself. Face it, Spencer, you'll always be a loser."

Spencer growled. His irritation focused on the blonde spoiled brat. He wasn't in the mood to deal with either bully, not with everything he had going on. "I'll have you know I have hundreds of MeTube fans who love my movies. One day I'm going to be a famous director and it'll be because I worked hard and did it on my own. Which is more than you can say."

Her posse gasped and she huffed, "As if! I'm actually doing something very productive soon. My dad finally agreed to buy and tear down that nasty row of old buildings on the west end and build a customized shopping mall suited to MY taste! So all the cool rich people will have a new place to hang out far away from you losers!"

"Getting your dad to do things for you isn't-Wait. The buildings on the west end? All the old ones?"

"What are you, deaf? That's exactly what I said! That eyesore has gotta go and make way for-"

She continued to ramble on but Spencer was no longer listening. There was a strip of old abandoned buildings on the west end which had been cordoned off ages ago. Among those buildings was an old hospital complex that was no longer used. It looked about as creepy as it sounded and Spencer had been foaming at the mouth to film there for a long time. It was the perfect setting for a horror movie but he hadn't yet had the time or means of getting there.

"When is your dad going to demolish them?" Spencer cut Lolo's rant off halfway.

She scowled at him, "This Saturday. The sooner the better!"

Shoot! He was going to lose his chance. Unless ...

Spencer spent the better part of the school day collaborating with Rajeev and Shanilla on a film at that location before the demolition. All previous issues plaguing him were put on the mental back-burner. He knew going there was risky, stupid, and dangerous. But he was feeling inspired and excited about making a new film again for the first time in three long, depressing weeks. At an abandoned hospital no less! How awesome was that?

Rajeev, of course, was more than happy to be the star and Shanilla actually seemed excited to handle the more technical equipment they would need to bring. Over the past few months, well before The Incident, Spencer had been saving every penny of his allowance and investing in extra lighting and sound equipment for his movies. He'd yet to try some of them out and the old hospital building was perfect for a test run of the stuff. He could borrow one of his dad's homemade generators to power the equipment as long as he returned it before his dad realized it was missing.

The only question left was how to get there. It was too far away to walk, no buses even went near that area anymore and their parents would refuse. They couldn't exactly hire a taxi to drive them to a location where they'd be trespassing either. Not that Spencer had enough money for a taxi anyway. He also still owed the Bugwatti's money from when he borrowed some during his last film so he didn't want to ask them again. He needed to find another way.

Spencer walked into his room after school that evening and froze. It was dark except for one small lamp in the corner. In front of the lamp hovered Billy whose back was facing him. Spencer's mood instantly dropped. He'd completely forgotten about helping Billy. Instead, all he had thought about was a silly film. He opened his mouth to call out to Billy but the ghost did something odd. Billy started wiggling his fingers at the lamp and grumbling to himself. Spencer watched for a while before flipping the light switch to turn on the overhead lights, brightening the room.

Billy jumped and glared at him, "Duuuuude! You threw off my concentration!"

"What the heck are you doing?"

"I was trying to make the light go away."

"...You know it has a switch, right? All you gotta do is flip it to turn it off."

"No, the other way."

"The telekinesis thingy? Thought you didn't have any more problems with that."

"Not that!" Billy barked, "The other other way. The way Frank did it."

Spencer tried to recall what Billy was referring to. Then it hit him. When Frank presented himself in his more terrifying form the shadows themselves had practically eaten away at the light. The light imploded in on itself and faded into darkness instead of simply switching off. "Dude, that scared the pants off you before. Why do you wanna learn how to do it?"

"Because I'm not gonna let some old dude out ghost me!" Billy said as if it were obvious, "But I got squat so far. It's been bumming me out since we got back, Brohemian."

Spencer blinked, "What? I don't understand. That...that's what's been bothering you?"

"Duh!"

"...But...that can't be the only thing that's been bugging you right? I mean after everything that happened...The stuff with your par-"

Billy cut him off, "I've been trying all this time to do that kinda stuff but I got squat. I mean can you believe it?! Some old fart out ghosting the great BJC! It should be a piece of cake for someone as awesome as me, right? Seriously, what gives? It's just a little light trick and-"

Spencers' mind blanked as he stopped listening to Billy whine. Was he serious? Did Billy REALLY spend the last three weeks moping because of his spectral incompetence? Seriously? After everything they went through, THAT was his concern? Spencer had been worried sick over the idiot, thinking of more important problems, but Billy was only concerned with petty things. As usual. It shouldn't surprise or upset him as much as it did, he should have known better. Billy was always like that. He didn't know why he thought that one week would have changed anything.

Spencer scowled at his cousins' back. Even if that was Billy's concern the ghost hadn't even bothered to ask Spencer how he felt after what happened. Spencer had dismissed it since he thought Billy's issues were more important. But if Billy hadn't been concerned over the more pressing issues then Spencer couldn't help but feel a little hurt about his cousins' blatant selfishness.

Spencer decided Billy's moping could wait. Now he didn't feel so bad about focusing on his film. As much as he wanted to yell at the ghost he bit his tongue. If he said anything now while he was mad then he might say something he'll later regret. Then Billy swooped right in front of him.

"Hey, how'd you get that bruise?" The ghost asked as he prodded Spencer's forehead with a finger.

"Ouch! Don't touch it! It's nothing, don't worry about it. I...fell."

Billy cocked an eyebrow, "You...fell?"

"Yup," Spencer ground out as he brushed past him and walked to his computer.

"Did you have help falling?"

"It's just Kleet. No big deal..."

"We should totally get back at him," Billy pondered as he floated around, "Ooh! Remember that time I transformed into a snake? What if-"

"Not doing that again, Beetlejuice. And I'm not interested in revenge right now."

Billy huffed, "Seriously?"

"Seriously…" Well, pulling a prank on Kleet was tempting. But he had more pressing matters to attend to.

Billy pouted, "Fine."

Spencer plopped in his chair and went to use the computer but the ghost phased up from his desk directly in front of him.

"Maybe you're just in need of more Cobra Confidence," Billy grinned.

Spencer glared and shoved him to the side a little harder than necessary, "No I'm not. Look, dude, I don't need your help. I'm fine."

An odd and tense silence filled the air as a strange expression came over Billy's face. Spencer frowned. It felt like the same tenseness that sat between them every time Spencer had questioned Billy about the more serious issues regarding The Incident. Even after Billy deflected the questions by being his usual stupid happy self.

Billy clapped and grinned, "Hey! I've also been trying that whole 'visibility' thing without peeps needing my gear. Check it!" His face contorted in concentration and he groaned.

"...You look constipated."

Billy glared at him before flinging his arms and legs out in a 'Tada' gesture, "Well?"

With a smirk, Spencer looped a finger around the chain of his necklace and pulled it out of his shirt so the ghost could see it.

"...Oh, right."

"Here, lemme take this off-"

"No, no, no! That-That's fine we'll wait to try it out next time we see the Jeevster or Shanilla! Heh."

Spencer cocked an eyebrow at him, "Whatever you say. Look, I have something more important to do right now. Why don't you keep trying that light thingy?"

Billy groaned but complied and the overhead lights switched off. Spencer heard him grumbling about something in the corner as he continued to attempt to do the light thing. Meanwhile, Spencer looked up the demolition date for the old hospital. Well, at least Lolo wasn't lying. Her father's company does have it scheduled to blow it up on Saturday.

He grumbled and scrubbed at his face with his hands. What was he gonna do? If he wanted to film there he needed to execute his plan Friday night, which was tomorrow. Looking back up his eyes caught the new picture frames on his shelf. After The Incident Spencer had relocated some of his action figures at Billy's insistence. Probably because they triggered nightmares of dolls and mannequins attacking them like the same nightmares Spencer occasionally had. Or at least that's what Spencer had thought the nightmares were about when Billy would wake up in the middle of the night with a shout. But after this conversation, he wondered if they were actually about Frank out ghosting Billy. The idea was humorous but also annoying.

Spencer had wanted to occupy the space with some of his DVDs or filming equipment but Billy wanted somewhere to put some of their old pictures. So Spencer decided to occupy the space with pictures of his friends and family along with some of the polaroids. One of the polaroid pictures of Billy and Spencer from when they were kids sat among the pictures. It reminded Spencer of how he got the pictures in the first place and he grinned. Of course...why hadn't he thought of it before? Billy cursed out loud when the lamp flickered off and on and not in the way he wanted. Spencer looked at him.

"Oh-uh...Don't repeat what I said," the ghost smirked.

Spencer resisted the urge to roll his eyes. "Hey, dude. Can I ask a favor?"

"Sure, Brotacus Maximus. What is it?"

"Can you give me, Rajeev, and Shanilla a ride tomorrow after school? It's for one of my movies."

Billy blinked at him, "A ride? Can't you ask your 'rents or the Bugwatti's limo driver take you guys?"

"Mom and Dad are busy and the limo driver is on vacation," he lied.

Billy hummed in thought, "Where to? It's not gonna be somewhere creepy and dangerous again, is it?"

Spencer panicked, "No no! Just...a place on the west end. Nothing bad but it's gonna be demoed this weekend and I kinda wanna get some shots there before it goes."

"The west end? I don't think I've been there…"

Score. If Billy wasn't familiar with that area then he didn't know about the old hospital. Spencer thought it best to leave out the whole 'abandoned hospital' bit for now as Billy would likely disapprove or chicken out.

"But this IS BJC's precious limo we're talking about," Billy continued, "Our last escapade with it did some serious damage!"

"It just got a little dirty, drill bit."

"Same thing! What's in it for BJC?"

Spencer sighed. Of course, his cousin would try to turn it into his own personal benefit. Spencer pouted out the window as he tried to come up with something. Honestly, he couldn't think of anything that would benefit Billy in this situation. But then a bird landed on the windowsill and he got a small idea.

"How about...some grade A quality bird poop? That way I don't have to do the whole disguise thing and you can be seen until you figure out how to do it on your own. Who knows, maybe it'll help somehow with the whole 'visible' thing?" Spencer grinned up at him. Appealing to Billy's vanity usually worked wonders.

Billy perked up, "Serious?"

"Super serious," Spencer answered, "Figure out a different disguise other than yourself or Benny John Python. Something more inconspicuous. We don't need to attract too much attention."

After the beach incident where they'd used the bird poop so Billy could perform they had agreed to only use it sparingly. Otherwise, they'd be stalked by Billy's rabid fanbase and Billy would be unable to do any of his ghost stuff out in the open. The ghost had begrudgingly agreed. Besides, there wouldn't be any people at their location Friday night so there was no risk of anyone recognizing the late pop-star/BJC impersonator.

"Ooo! Maybe while you bros are busy with the movie thing the Cobra can do his hang thing somewhere else and try out my visibility!"

"S-Sure…" he lied. There wouldn't be anywhere near the hospital for Billy to 'hang'.

"Rad! You got yourself a deal, Spenpal!" Billy cheered as he shook Spencer's hand.

Spencer smirked. Score.

Billy accompanied Spencer to school for most of the day on Friday. Like flipping a light switch, he was back to his old self. Chatty, happy, mischievous, clumsy, and causing all sorts of trouble by invisibly teasing Kleet and Lolo. Spencer made him turn it down a notch to make sure he didn't get detention today of all days since they were running on a short time limit tonight.

He wasn't completely lying to his parents when he told them he was working on a movie after school. But he left out the bit about the location and made sure they were aware he'd be home late so they wouldn't wait up for him. The bonus was that they were working late today so the group would be long gone before they get home. At least this was Billy wouldn't become suspicious of Spencer's little white lie.

Near the end of the day, Billy departed to go get himself and the limo ready. Spencer, Rajeev, and Shanilla waited until most of the other students had gone home before putting phase one into action.

Spencer grimaced as he hid outside of Principal Ponzi's office. This was not a task he wished to repeat soon. He peeked around the corner where Rajeev was poised right next to Ponzi's door, decked out in one of Spencer's scary costumes to disguise himself. Spencer gave him the thumbs up when Ponzi's shadow appeared in the window. Rajeev crouched and waited. The door swung open and Rajeev jumped into the open with a shout.

Ponzi screamed, dropping his mug of coffee which shattered on the floor. Rajeev laughed and took off down the hallway with the enraged principal chasing him. Spencer snickered and crept into the office. Lorenzo predictably screeched at him and fluttered around the cage. Spencer made quick work of sliding out the poop tray, using a spatula to scrape up the poop and depositing it into a baggie, all the while trying not to vomit.

Once he'd obtained enough he closed the bag, put that bag in another bag to be safe, and stuffed it in his backpack before hauling it out of the principals' office.

He rendezvoused with Shanilla at the bike rack, soon followed by Rajeev who'd shed the costume and hidden it somewhere. The three tore out of there like bats out of hell before Ponzi could catch them. Even if Ponzi managed to figure out it was him, or more like blame him anyway without real proof, then it could wait until Monday.

"I can't believe Billy agreed to do this. He must really want that bird poop," Shanilla said as she rode up next to him.

Spencer winced, "Uh, yeah...about that. He doesn't know exactly where we're going or what we're doing. Only that we needed a ride somewhere."

"What? You lied to him?" Rajeev balked.

"I didn't lie! I just...didn't tell him everything."

Shanilla gave him a look, "Are you sure it's smart to trick Billy again? It didn't go well last time."

Spencer grimaced, she had a point, "I know, I know. I promise I'll talk to him and apologize once we get there. I just really wanna get this movie made."

She gave him a judgemental eyebrow lift and he forced a small smile back before speeding up. He did feel bad about tricking Billy...again. But he was still a little steamed about yesterday and upset that he'd wasted time looking into the ghosts' personal issues when Billy clearly wasn't as concerned as he was. But finally, Spencer was excited to work on a movie again and distract him from these more depressing thoughts.

The trio rode to the mansion and parked their bikes in the garage where the limo was ready and waiting. But Billy wasn't in sight.

"Billy, you down here?" Spencer called as he took off his helmet and put it aside.

"Just waiting on you, Three Bro-sketeers!" came his voice from behind a privacy screen in the corner.

"Dude, what are you doing back there?"

"It'll make sense in a sec. You got the goods?"

Spencer took the bag out of his backpack, "Uh, yeah. Bagged up and ready to go."

"Righteous! Put the bag on the floor and wait to be dazzled!"

The trio looked at one another but Spencer did as told. The bag then floated up on its own(Billy's telekinesis) and flew behind the screen. There was a spectral flash of light before Billy twirled out from behind the screen. He was decked out in a red, orange, and yellow studded and sequined outfit, large orange rhinestone-studded shades, and black/orange ombre hair pulled back.

"Tada! What do ya think?"

"Whoo! Lookin' fly!" Rajeev cheered.

"Sooo..when I said 'inconspicuous' what did that mean to you?" Spencer asked.

"Oh, chillax, bro. Even if I can't be BJC this face is still too fabulous to go out looking dullsville."

"Well, no one will recognize you at least so I guess that counts…"

"Awesome! When anyone asks, call me Viper!" Billy chuckled.

"Eheh, yeah...We are just filming stuff, ya know? There's not really gonna be many people around," Rajeev said as he nervously glanced at Spencer.

"Eh, we'll find an excuse to check out somewhere cool at some point tonight," he said as he pocketed the bag containing the rest of the bird poop, "Would be a shame if no one saw how awesome I look!"

Spencer winced under the judging stares and raised eyebrows of Rajeev and Shanilla. Of course, his cousin would still make a spectacle of himself. Spencer was starting to feel worse and worse about this. If he finished his film fast maybe they could go out to eat somewhere where the ghost could enjoy being seen. That should help make it up for lying, right?

"Everything's already loaded, come on, let's go!" Billy cheered as he swooshed into the limo.

Spencer shared one last look with his friends before steeling himself and climbing into the car.

The ride to the old lots wasn't long but by the time they arrived, it was already dark. Clouds blotted out the last remnants of daylight and obscured any hints of the moon and stars. The old hospital loomed ahead of them, a decaying hollow exoskeleton of what it once was. Spencer could hear the wind whistling through the broken and boarded windows even at a distance. He grinned at the prospect of recording the old buildings' natural ambiance for his film which would save him time in post-editing

As if the horror movie Gods were smiling down on him a flock of crows lined the old telephone lines leading up to the building and cawed down at them. Spencer was giddy with excitement.

The car door shut behind him and Spencer looked back over his shoulder. Apprehension started seeping its way into his stomach. Billy wasn't always the sharpest tool in the shed, more often than not he proved that, but he wasn't entirely stupid. His cousin hovered next to the limo as he stared up at the hospital, his sunglasses now pushed up to sit on top of his head. "Uhh...duder, what is this place?"

Spencer glanced at Rajeev and Shanilla who were grabbing the bags. They gave him a knowing look. He swallowed, "It's the filming location. Old lot on the west end."

Billy frowned and looked around at the rest of the buildings, "I dunno about this...And it doesn't look like there's anywhere nearby to chill." Then he gasped, "Unless there's one of those underground rave parties around here!" He immediately transformed into one of his outlandish party outfits, decked out with glow sticks and neon paint as he proceeded to dance and beatbox.

...Ok, maybe his cousin was that stupid. Spencer gave him a sheepish grin, "Something like that. You see-" Shanilla let out an exaggerated 'ahem' and the lie died in his throat. "Actually, Billy...I lied."

Billy's appearance changed back to the Viper outfit and he blinked at Spencer. His expression a little more serious than normal and the tension was palpable in the air.

"I-I uh, need to get this equipment set up!" Shanilla stammered before scurrying away.

"Let me help you with that!" Rajeev shouted as he ran after her.

Spencer pouted, "I'm really sorry I didn't tell you…"

Billy's expression shifted for a moment like he was trying to decide on what to say. Finally, he sighed and focused on a disappointed look, "Man, if I'd known this is where you wanted to go you know I wouldn't have agreed."

Spencer frowned, "Which is why I didn't tell you. This place is gonna be demoed tomorrow and I really, really, REALLY want to film here before it goes. Please? I haven't been this excited to make a new film since-...well, since The Incident. But when we're done I promise I'll make it up to you. We can grab some grub so you can still show off-uh, I mean, present your look. Cool?"

"No, not cool! You knew I wouldn't agree to this so you lied and buttered me up to get what you wanted. After everything that happened, everything I did for your little butt, why would you think coming here or lying to me is a good idea?"

Spencer could feel his blood pressure rising. Billy was throwing this in his face now? "Everything that happened? You mean with Frank? The haunting?"

"Yes, that!"

"The stuff I've been trying to talk to you about for weeks and you ignored me?"

"Uh-...Well..."

"Although, if I recall that wasn't my fault, to begin with. Besides, you're no stranger to lying. And it's funny that you're only bringing this up now when it's convenient for YOU," Spencer spat bitterly.

"What's that supposed to mean?"

Spencer snapped, "These past few weeks were you really more concerned about the fact you were out ghosted again? I was worried sick because I thought you were upset about something more important. But you said yourself you were 'bummed' all this time because you couldn't do more ghost stuff. Not one word about anything else until now and it's only because you're trying to use it as an excuse against me!"

Billy stuttered and looked anywhere but at Spencer, "It-...It's not like that. It's a lot to process. A lot of bad stuff happened!"

"None of which would have happened if you had listened to me back then in the first place!"

Based on the shocked and hurt expression that took over Billy's face he knew he'd gone a little too far. A small thought in the back of his head doubted the idea that Billy had only been upset about being out ghosted. But he was too upset right now to pay it any attention. Three weeks of silent tension, frustration, and unresolved issues were boiling over. The Viper persona dissipated off of Billy like smoke until he looked like his usual self. Spencer looked away, whether to hide his own expression or to avoid Billy's uncharacteristically piercing gaze he didn't know. Right now, he didn't care.

"You can't ignore me for three weeks when I tried to talk to you about it then only bring it up now when it suits you. We'll talk later. Right now, I just want to film something again." He picked up his bags, spun around, and stomped towards the hospital.

"Bro."

Spencer ignored him.

"Spencer, wait!"

He stopped, rounding on the ghost, "We're going in whether you like it or not. If you're scared then wait here, we won't be long."

"Dude, you MAKE horror movies, you should know what a bad idea this is!"

"It's just an old building, Billy. Nothing more, it's fine."

"I'm serious, Spence! Look, don't go in there, please? This place, it...doesn't feel right, man."

"It doesn't feel right? What does that even mean?"

"I dunno, it's- I dunno! Something isn't right…"

Spencer shook his head. Billy wasn't going to win this argument, "We'll be right back."

"Wait! Spencer!" the ghost called but Spencer ignored him and walked towards the old hospital.


	2. Chapter 2

Getting inside the hospital was no problem. Spencer slipped in through a broken window and unlocked the front doors for Rajeev and Shanilla. The interior didn't fail to impress. The paint on the ceiling and walls had chipped away over time and sprinkled across the floors. Entire ceiling panels had fallen down, exposing the ducts and wiring above. Some furniture was left: chairs, old gurneys, exam tables bolted to the floor, and rusted bed frames. Most of the filthy windows were intact with very few boarded up. It was perfect.

Around the corner from the main lobby was a nurses' lounge which they designated as a base of operations. They deposited the extra bags there. Spencer set up his camera, Shanilla took control of the light and sound equipment, and Rajeev busied himself with the costumes and makeup.

Once everything was ready they walked through the building until Spencer decided on the perfect room for the first scene. It was an old operating room that had two doorways, an overturned operating table, some rusting tools, and equipment lying around. They set up the lighting and sound equipment which was powered by the small generator. Spencer coached Rajeev on what he wanted to do for the scene and set up the camera.

"Do you think Billy's ok?" Shanilla asked as she held the boom mic up.

"He'll be fine. Billy's just being...Billy. We'll take him somewhere he can show off and he'll be back to normal later. Rajeev, on my cue, limp around the corner and really project that zombie doctor energy!"

Rajeev nodded and hid around the corner.

"I told you he wouldn't be happy you lied to him. He seemed upset when we left. More than usual."

Spencer grimaced, "Shanilla, I appreciate the concern but I don't wanna talk about it right now. I just wanna film this movie."

"Oh...ok," She said in a small voice and held up the boom mic.

"Aaannnddd-"

"But don't you think he was acting a little off?"

"Shanilla!"

"Oops! Sorry…"

Spencer sighed, "Action!"

Rajeev jumped out from hiding on cue and Spencer followed his movements with the camera. He did feel a little guilty about not telling Rajeev and Shanilla about their lingering issues but he didn't want to worry them. Obviously that hadn't worked.

Spencer continued to film through the next few takes but his mind was preoccupied. Maybe he had gone a little too far with Billy. Even though Billy said he was only concerned about his ghost abilities a little voice in the back of Spencers' head said the ghost was lying. He didn't know how but he felt like Billy was still hiding something. Some twenty or so minutes passed with several scenes and takes completed but Spencer still couldn't shake that feeling. Part of him resented it. This was supposed to be a fun and inspiring night of movie-making, not continued moping.

"...Did you hear something?" Shanilla asked, breaking him out of his thoughts.

Spencer blinked at her and stopped what he was doing to listen for a moment, "I don't hear anything. It's an old building, must be the wind or the building settling."

Shanilla frowned with an unconvinced expression as she glanced into the hallway.

"Don't tell me you're getting scared, baby sis ," Rajeev jeered.

Shanilla glared, "You're only a few hours older than me!"

"Still counts!"

"Ok, ok, you guys, cool it down. We only have a few more shots left and then we can-"

Clip clip clip .

Spencer's head whipped around towards the hall Shanilla had been looking at. Ok, that didn't sound like wind or the building settling. It sounded almost like footsteps. Spencer tried to focus on the sound.

"So what if you're a little older than me? I'm still the more mature and responsible one," Shanilla said.

"More like the more BORING one!"

"Guys, hush!" Spencer barked at them.

Clop clop clop. There it was again. But heavier and from the other hallway behind them.

"I am not boring!"

"Oh yeah? What about the time-"

"Guys, quiet! Listen," Spencer hissed.

The trio went silent. They heard the whistle of wind through broken windows and groaning of the old building. They remained quiet for a few moments yet heard nothing else. Could be his imagination.

Rajeev chuckled, "Don't tell me the know-it-all of all things Horror is getting cold feet?"

Spencer glowered at him, "As if! Get back in your place, toolbox. We've got plenty more shots to take tonight."

Rajeev groaned but ducked behind an overturned table in the room. Rajeev was right, Spencer was only getting worked up because of the eerie atmosphere. There was nothing actually scary going on. He busied himself with setting up the lighting for the scene while Shanilla fidgeted with the audio.

"So…" she muttered.

Spencer sighed, "Ok, fine. Lay it on me."

"What were you and Billy arguing about earlier? I-I wasn't eavesdropping, I swear, I only heard shouting."

Spencer hesitated. It wasn't something he wanted to talk about until he talked to Billy first. But that was going nowhere. "You remember everything I told you about The Incident? About his parents, the haunting, all that stuff?"

"Yeah. But I thought you said you two would handle it. That everything was ok?"

Spencer frowned and shook his head, "I've been asking him for weeks if he's ok or wants help getting more info on his parents but he refuses. He's been having mood swings, one day he's his typical self, and then the other he's moping around. Anytime I tried to talk to him about it he deflects the conversation. I thought he was upset about his parents or something and he wasn't comfortable talking about it. This morning he was moping around, but this afternoon he was his usual self again. Then he tells me he was Mr. Doom and Gloom all because Frank out ghosted him. That's it! Nothing else. Jerk never even thought to ask me how I am. Mind you, I've barely slept lately between the nightmares and worrying about his sorry butt. Then when we got here he tried throwing that stuff in my face because it happened to benefit HIM at that moment when he didn't care about it before. I'm just fed up."

Shanilla frowned and was quiet for a moment. "Three weeks is a long time for this to keep going on. I was wondering why he hasn't come with you to school as often. Are you sure it's only because Frank was better at being a ghost? I mean you said he was dealing with some serious stuff but every time you tried to talk about it he redirects the conversation. What if that's what he was trying to do again?"

Spencer blinked, "What do you mean?"

"You said he was gloomy this morning but ok in the afternoon? Did you ask him how he was this morning?"

"Well...yeah, of course. I asked if he was ok and told him that I was worried."

"Maybe he was trying to hide what he was actually thinking about by using the ghost thing as a decoy."

Spencer scoffed, "Seems a bit too deep for Billy…"

Shanilla shrugged, "Just a thought."

Although...what if she was right? Something in Billy seemed to change after they got their memories back. His issues did seem to affect him, at least from what he remembered about teenage Billy. Billy had been so close to resolving the conflicts with his mom and finding out about his dad only to have it snatched away at the last moment. That would rattle anyone. But every time Spencer tried to help him, Billy would deflect the conversation and switch back to his usual self. What if that was what he was trying to do today? Part of him doubted Billy was that clever to mask what he was really thinking about. But the other part of him couldn't help but feel like that was exactly what was happening.

Suddenly, Spencer felt a little bad for snapping at him. Why had he snapped at him so quickly anyway? It wasn't like him. Spencer was the patient, rational one. Yet, he'd been so quick to jump down Billy's throat. Spencer rubbed his eyes. It could be because he was exhausted, grumpy, and frustrated. Still, he'd made a promise to himself to help his friend either way. He needed to start by getting to the bottom of what was actually going on.

Spencer took out his phone and pulled up Billy's number-

Clip clip clip.

Giggle.

Spencer, Shanilla, and Rajeev spun towards the hallway where the sounds came from. The same one Spencer thought he'd heard something before.

"That didn't sound like no wind or building settling," Rajeev said.

Spencer stuffed his phone back in his pocket and squinted into the darkness of the hallway. The light shining from his equipment was dim and he could only see a few feet ahead. They listened to the distant sounds resonating through the hospital. The wind whistled through the old windows and cracks in the walls. Old curtains and blinds flapped in the wind. The structure creaked as deteriorating support beams struggled to hold their weight.

Then there was a new sound. Whispers. Distant, eerie laughter of children. Growing louder.

Spencer swallowed as memories of mannequins, dolls, and taxidermy attacking him came flooding back. Something clicked behind them and the lights went out. The three of them screamed. Spencer turned around to where the noise came from but there was only darkness. Then a single beam of light from a flashlight provided some visibility but revealed something grotesque. A face, vile and demonic, roared at them from the darkness. The trio screamed again and dove behind the overturned table near the back. Huddled together and shivering they waited for whatever came next.

Laughter.

Spencers' eyebrows furrowed. That wasn't what he expected at all. He dug a flashlight from his bag and peeked around the table. In the center of the room stood a tall, buff figure wearing a mask and holding a small portable stereo. Spencer already guessed who it was. The blonde girl cackling next to him was a dead giveaway.

He glared, "Lolo! Adrian! What are you doing here?"

"Lolokins!" Rajeev purred.

Lolo, who'd been holding up her phone and obviously recording them, stopped laughing. "I knew you losers would be here. You've been yammering on for months about wanting to shoot one of you lame movies here. Feeding you the info that this place will be rubble by tomorrow was bound to lure you here."

"You set us up!" Shanilla growled.

"Precisely! Just you wait, Spencer. When your 'fans' see their 'White Hot Horror Helmer' about to pee himself because he was scared they'll finally see what a loser you are! And since you're trespassing on property that Daddy owns you'll finally fit your criminal profile, meaning you won't ever be able to work in this industry! Hahaha!" She snapped her fingers, "Adrian! Escort the losers off MY property and call the police."

Spencer growled and right as he opened his mouth a series of jarring bangs against the windows ricocheted around the room and down the halls. The building vibrated as a guttural growl shook them to their bones. Downstairs someone screamed and everyone in the room screamed too. Then it all stopped.

"What the heck was that?!" Lolo shrieked.

"I have no idea…" Spencer admitted before rounding on her, "Nice try, Lolo, but I'm done with your stupid prank!"

"What?! This isn't me! It must be one of your dumb special effects."

Spencer blinked and shone the flashlight to the windows where the noise originated. Instead of seeing through the windows to the outside now there was only darkness. Pitch black. He cautiously approached one and reached out through a hole in the glass. He touched something solid. Like a panel or board. He pushed against it and it didn't budge. All the windows were the same. Something had blocked them off.

"This isn't one of mine. But…maybe someone from your dad's construction company? Could have...put a wall on the other side...or something."

"That's the stupidest thing I've ever heard!"

Spencer sighed and unfortunately had to agree with her on that. He walked over to the generator and flipped the switch to turn it back on. Nothing happened. He blinked and tried again. "Hey, what gives! Lolo, if you broke my dad's generator I swear I'll-"

"I didn't break your dad's stupid thing! I just turned it off. That cheap hunk of homemade junk probably died by itself. Your dad is a lousy handyman, after all," she laughed. Spencer growled at her.

Shanilla pulled the extra flashlights from her bag, turned one on and gave the other to Rajeev. Another bone-chilling growl resonated through the halls, followed by another scream. Spencer could swear the scream sounded kind of familiar but the rest of the group screaming drowned it out.

"What is that?" Lolo quivered.

Rajeev bolted right next to Lolo, "Don't worry, boo, if you're scared the Raj will protect you!"

Lolo rolled her eyes, "Uhg! As if! This has got to be one of Spencer Wrong's pranks. Come on, Adrian, let's get the heck out of here. The cops can deal with the clods."

"Lolo, I swear this isn't me! We probably shouldn't split up!"

"Save it, loser," she said as she spun on her heel and stomped out with Adrian trailing behind.

"Lolokins! Wait for me!" Rajeev called as he followed.

"Raj, wait! What did I just say about spitting up?! Ugh!" Spencer pulled at his hair.

"Maybe we should get out of here, too," Shanilla suggested.

Spencer sighed, "Yeah, you're right. Come on, let's get the stuff."

Spencer and Shanilla packed up the equipment before heading back to the nurses' lounge. As they walked down the hall Spencer saw that all the windows were the same. Completely boarded up and sturdy as concrete. He couldn't fathom what could do something like that in a matter of seconds and for once he wasn't interested in finding out. A familiar feeling of being watched overcame him along with a disturbing sense of deja-vu. Once they got back to the lounge they packed everything into the bags and prepared to leave.

"SPENCER!" he heard Lolo shriek.

Spencer rolled his eyes and he walked out of the lounge, "Yes, oh, Primadonna?"

She rounded the corner and glared at him with fury, "Cut the crap! The doors are locked! Stopped your little stunt THIS INSTANT!"

Spencer glanced at Shanilla. She looked as nervous as he was starting to get. They ran past Lolo, around the corner of the reception desk, and to the front entrance. Rajeev and Adrian were pulling desperately at the doors. It didn't make any sense that they were locked. Spencer had unlocked them when they arrived. But even if they got the doors open it was no good. The doors were also boarded up on the other side. A thick dark wall obscured any view of the parking lot.

Spencer dropped the bags and picked up an old fire extinguisher, "Move!"

Rajeev and Adrian blinked at him before diving out of the way as Spencer threw the thing at the doors. It bounced back at them.

"Nice going, loser. How about you let someone with some actual muscles do it?" Lolo snapped her fingers, "Adrian!"

The loyal bodyguard grabbed one of the heavy stone flower pots in the lobby and hurled it at the doors. It bounced back against the glass and flew towards them as the kids jumped out of the way.

"Be careful, you idiot!" Lolo shouted.

Spencer stared at the doors. That should have done something but there wasn't even a scratch on the glass. He became even more uneasy and whipped out his phone. "Time for a little invisible help," he muttered to Shanilla who smiled and nodded. He called Billy's number and waited. But he was only informed that the call could not be completed. He looked at the screen, "Shoot! No signal…"

"That's what you get for having a cheap phone and cheaper service," Lolo smirked as she whipped hers out and dialed. Then her face scrunched up as she looked at the screen, "Huh? No signal?! That's bogus!"

Rajeev, Shanilla, and Adrian all pulled out their phones only to confirm the same thing. They looked at one another uneasily.

"What if this is something," Rajeev gulped, "supernatural?"

"You mean like a ghost?" Shanilla asked.

Lolo scoffed, "Of course you dweebs would think it's something stupid like that."

Spencer's heart sank. As interested in ghosts as he was this was not a time to be trapped by an angry spirit, "It's...probably just something to do with the construction company. Let's try and find an emergency exit."

"That's the smartest thing you've said all year," Lolo sneered, "I doubt anything has been done to close off the roof. I can call Daddy from up there and have him one of his helicopters to get me."

"Great idea, pumpkin! I knew you'd figure out a brilliant plan to get us out," Rajeev cheered and went to kiss her only to be shoved off by Adrian.

"I said 'Me' not 'We'. Once I'm free I'll have the cops come to get you criminals," she grinned before she and Adrian walked off.

Spencer scowled at her but grabbed his bags and started to follow anyway.

"Spencer, didn't you hear her? She's not going to help us," Shanilla said as she walked up next to him.

"No, but once we're outside we can call Billy for help. Hopefully, he's not that pissed at me. He might not let me live it down that he was right but it's better than getting arrested. Again…"

Shanilla frowned but nodded. She glanced around nervously at the sealed windows, "You don't think what Rajeev said is true, do you? That something else could be causing this?"

Spencer grimaced and quickened his pace, "I really hope not…"

The group started to ascend the stairs of the half dozen or so floors of the building. Lolo and Adrian climbed faster than the other three as they didn't have to carry heavy equipment bags. When Lolo got tired she simply made poor Adrian carry her. As they climbed Spencer saw that even the windows on the upper floors were sealed. Spencer, Rajeev, and Shanilla were exhausted from dragging the equipment by the time they reached the roof. What little hope Spencer had left him when he saw Lolo yelling at Adrian to try to break down the door. The roof was also sealed off.

"This is BOGUS!" Lolo screeched, "Come on, you knucklehead! It can't be that hard to break down!"

Adrian frowned but nodded obediently and rammed the door with his shoulder again. It didn't budge.

"Great...now what?" Rajeev huffed.

Spencer pulled out his phone. Still no signal. He shared a worried look with Shanilla.

"It...was probably locked up a long time ago, right? When the building was shut down," she suggested, "What about other exits? There's gotta be more ways out. There's probably an employee entrance downstairs or in the back. What about the ambulance bays?"

"Good ideas, Shanilla. We should check those out." Spencer stuffed his phone back in his pocket and started back downstairs with Shanilla and Rajeev.

"Oh no! You idiots aren't going anywhere without me!" Lolo shouted as she ran after them.

Back down the stairs they went, much slower this time. Spencer had a sneaking suspicion that they wouldn't have much luck at any other exit but that wasn't going to stop him from trying. He checked his phone every few minutes to see if he could get any signal but it remained the same. No texts or calls could get through. Spencer still typed a text and tried sending it to Billy anyway. It failed but maybe if he got even the slightest amount of signal while they were walking around it would automatically resend.

The windows and doors throughout the building remained the same. Every exit was blocked by an impenetrable wall. The ambulance bays, employee exits, emergency exits, and all the windows were sealed shut on every floor. They even checked the air vents but even those were closed off. They found a variety of objects and tools which they tried to use to pry open a way out but nothing worked. The group found themselves in the very last room they could locate. An old supply room with the very last window they found. It too was sealed shut.

"Brilliant idea, dweeb," Lolo said sarcastically, "Now what?"

Spencer glared and shrugged at her, "How should I know?"

"This is your stupid stunt, isn't it?"

"For the last time, I'm not behind this!"

"Yeah right. I know you wanted to come here to make a stupid horror movie so how do I know that you didn't-"

"Guys!" Shanilla interrupted. She was looking at a directory of the hospital which was hung on the wall. "According to this, there's a basement. It's the only other place we haven't checked."

"The basement? Are you nuts?!" Lolo squawked.

Shanilla crossed her arms over her chest, "You have a better idea?"

Lolo looked at her phone again but based on the scowl she gave Shanilla that was a 'no'.

Rajeev looked skeptically at the map, "Doesn't look like there are any ways out from there."

"That's because part of it is missing," Shanilla said as she pointed to where the map was torn off. Then she pointed back to the list of rooms to the far left of the map which labeled the rooms and which floor they were on. "According to this, the records room is also down there. We might be able to find a better version of this map, maybe it can tell us if there are any other exits we haven't found."

"I don't have any better ideas," Spencer admitted although the idea of going to the basement wasn't appealing. He took out his phone again. Still no service. The text still wasn't going through.

"Ugh, you guys are crazy," Lolo spat.

"Don't worry, my sweet. The Raj will protect you," Rajeev cooed in her ear which earned him a shove.

"You're welcome to stay here," Spencer smirked, "But if we find a way out don't expect us to come and get you."

She glared daggers at him and gritted her teeth. Spencer, Rajeev, and Shanilla started to make their way out of the room and down the hall. Spencer could hear Lolos' angry stomps and Adrians' heavy footfalls following them.

They'd deposited the extra baggage in the nurses' lounge and would get it later once they located an exit. Somehow, the basement was even darker than the rest of the building. Their flashlights barely cut through the darkness. Other than it being particularly dark and dirty the basement looked like the rest of the building. Same kinds of floors, walls, ceilings. The same amount of filth. The group stopped at a fork in the hall. Shining their flashlights down each hall didn't help as they couldn't see more than a few feet ahead.

"Uuuhhh, which way?" Spencer asked.

Shanilla frowned as she looked back and forth between the two halls, "I...don't know. The map was torn off, I don't recall seeing this fork on the part that was intact."

"We should split up. The losers take the left and Adrian and I will take the right," Lolo suggested.

"You haven't seen many horror movies, have you? Splitting up is a very bad idea," Spencer said.

"This isn't one of your lame films where there's zombies, werewolves, or ghosts lurking around. It's just an old building."

"I still say splitting up is a bad idea."

"Do whatever you want. I'm going this way!" She said as she started down the right hallway with Adrian in tow.

Spencer sighed and looked at Rajeev and Shanilla, "Let's go with them."

"If you say so~!" Rajeev cheered and skipped after Lolo. Spencer and Shanilla rolled their eyes and followed.

As they walked through the hall they discovered one more difference about the basement. All the doorways into the rooms were shut and locked. Not one was unlocked or opened. That was odd. Lolo threw a tantrum over it every time she tried a door while Spencer grew more and more concerned. The more blocks they encountered the less he could rationalize this. Something weird was going on. Yet at the end of the hall was an open doorway. They stopped just outside of it, peering cautiously, each person waiting for someone else to be the first to go in.

Lolo clenched her fist, "Well?"

"You were the one who picked this direction. Ladies first," Spencer smirked.

She glared at him and snapped her fingers. A reluctant Adrian nodded and slowly walked into the room. The remaining four waited in tense silence. Their flashlights all pointed into the dark room yet failed to illuminate it. Spencer's heartbeat pounded in his ears and he felt as jumpy as a rabbit.

Then Adrian walked out of the room and gave them a thumbs up. Everyone exhaled in relief.

"Don't see what the big deal was," Lolo muttered and stomped into the room. Then she screamed.

Spencer, Rajeev, and Shanilla jumped into action and ran into the room. It was the hospital morgue.

"A morgue?! Talk about a total freak show!" Lolo shouted.

Spencer grinned as he shined his lights around at all the body freezers. "This would have been an awesome room to film in! Uh, you know, if we didn't need to find a way out."

Lolo rolled her eyes at him, "Nice going, loser, taking us to this creepy place. But hey, it suits a freak like you!"

"Hey, you're the one who wanted to come this way!"

"Whatever! Hurry up and find the exit already so I can have you losers arrested!" She laughed.

A series of thunderous bangs resonated around them, causing everyone to scream and jump. Flashlights danced around the room to find the source. Upon inspection, the group saw that the freezer doors opened of their own accord. Everyone was still and silent for a beat.

"...Maybe it was the wind," Shanilla suggested.

"I didn't feel any wind, you idiot," Lolo shivered.

"I hate to agree with Lolo but I think something more than the wind would have to cause this," Spencer agreed.

Flashlights moved around the room again, looking for a source. But there was no other explanation as to what could have caused all the freezer doors to fly open. Everyone's flashlights began to flicker. Shanilla gave Spencer a knowing look although Spencer was still hesitant to admit it.

Then all the freezer shelves, which would normally hold bodies, flew out of their containers and slammed against the metal when they couldn't go any further.

Everyone screamed and made a run for it. Lolo had no qualms with pushing everyone out of the way so she got out first but Spencer made sure Rajeev and Shanilla got out before he did. They ran down the hall, flashlights flickering erratically, making it difficult to see and more than once someone would stumble over something. Spencer lost track of who was around him but as long as there was a body next to him he told himself it was ok. That they were still all together.

Until he happened to catch a glance of his reflection in the glass of one of the passing door windows. It wasn't his reflection that startled him but what was directly behind him. A pale face, black gouged out eyes, and a huge black gaping mouth sneering at him. Spencer yelped, startling himself so badly he tripped over his own two feet and hit the floor. Ignoring any pain, he flipped himself over onto his back and shown the flickering flashlight back into the hall where they'd come from. Among the flickering light and darkness was the same old empty hallway. No skeletal thing on his heels. That didn't stop Spencer's heart from nearly beating out of his chest or his panicked brain to flinch at every bump and noise. He could still hear stuff moving around back in the morgue.

Something grabbed him by the back of his shirt and dragged him across the floor. He yelled, kicked, try grabbing at it, but as quickly as it had grabbed him and dragged him it threw him back and let go. He slid to a stop inside another room and heard the door shut. Hovering over him was Rajeev and Shanilla.

"Heh, sorry about that. You ok, dude?" Rajeev asked.

Spencer struggled to catch his breath, "Y-yeah...fine." Leaning up on an elbow he shined the flashlight around. No longer flickering, it was able to illuminate the room they were in. Filing cabinets and shelving units stacked with binders, folders, books, and papers lined the walls and sat in rows around the room. Must be the records room.

Spencer let out a breath and flopped back down onto the floor, "What the heck was that?"

"No idea," Shanilla said.

"One of your stupid stunts?" Lolo suggested, her voice laced with venom.

"When are you going to believe that this isn't me?"

"Never."

Whatever . He didn't have time to worry about her. Spencer pushed himself to his feet and went to the window of the door to look into the hall. Nothing.

"What do you think happened?" Shanilla whispered to him.

"Dunno. But I saw something. Something...not human."

"What do you mean?" Rajeev asked.

"Kinda like a skeleton, but a more exaggerated. It was really creepy, dude."

Rajeev laughed, causing everyone else to look at him.

"Don't you get it?" He chuckled.

"What?"

"I bet this is Billy playing some prank on us," Rajeev whispered to them, "Getting you back for what happened earlier."

Spencer perked up. It would explain all the ghostly happenings. The noises, the morgue doors, and the shelves that moved on their own, the creepy face. All of that could be achieved with simple ghost abilities and if Billy was upset with him, of course, his go-to thing would be a prank. That's Billy written all over. A small voice in the back of his head told him that it was much too smart and scary for something Billy would do but he ignored it.

Spencer cupped his hands around his mouth, "Ok, you toolshed! Prank's over, you win!"

"Who are you talking to?!" Lolo demanded.

Spencer ignored her, "Seriously, Billy! Time to knock it off! I'm sorry, ok?!"

"Who's Billy?" Lolo barked.

"Uh, a friend of ours. Drove us here. Probably just playing a prank on us with all this scary stuff. Ehehe…" Shanilla answered.

Lolo growled and glared at Spencer, "If this is some prank by you or any of your weird friends you better believe your butt that I'm going to make sure my attorney sees to it that you're charged double the offenses!" She snapped her fingers, "Adrian! Go sniff out this 'Billy' and make him get us out!"

Spencer, Shanilla, and Rajeev waited for Adrian to come plowing through them to get to the door. But nothing came. Nothing happened. Only silence. Lolo blinked and looked around.

"ADRIAN!"

Nothing.

The group looked around but didn't see the blonde bodyguard anywhere in the room.

"When was the last time anyone saw him?" Spencer asked.

"The morgue," Shanilla answered and Rajeev nodded.

Spencer frowned and looked to the door. He'd been so preoccupied with Shanilla and Rajeev that he'd forgotten about Adrian. He couldn't recall the bodyguard even leaving the morgue, or even seeing him in the hallway. Spencer swallowed and something told him this was too elaborate to be one of Billy's pranks.

Adrian was missing.


	3. Chapter 3

Lolo was vibrating with rage, "Where is that dolt?!"

"Whoa, whoa, whoa, boo! The Raj is still here! He can protect his precious princess from anything better than that old gorilla," Rajeev cooed. She punched him.

"He...probably went somewhere else," Spencer rationalized.

"Yeah!" Shanilla agreed, "He must have found somewhere else to hide. We can go look for him!"

Spencer walked to the door and grabbed the knob. But he didn't turn it. He stood there looking out the window as his heart started beating harder against his ribs.

"Well?! What are you waiting for?!" Lolo shouted.

Spencer swallowed and turned back to the room, "Why don't we try to find a map or something first? You know, since we're already here."

"Oh my God, you big baby!" Lolo rolled her eyes and stomped over to the door, pushing him to the side. She flung it open, "ADRIAN! GET OVER HERE THIS INSTANT!"

Only silence and darkness answered her. She looked over her shoulder to the group, something like nervousness crossing her features. Then she looked back into the hall. "Uhg...I'll find him myself," She muttered before turning on her phones' flashlight and storming into the hall.

"Wait, Lolo! Gah...Go with her, Rajeev. Make sure she doesn't get into any trouble," Spencer said reluctantly.

"My pleasure!" Rajeev cheered before following the blonde.

Spencer sighed. What was wrong with him? He'd never chickened out before. Spencer clenched his fists and shook his head. He wasn't going to chicken out now. They had to get out of here. He started to look around the room.

"Are you sure that's a good idea? Letting those two go off on their own I mean. I thought you said to stick together," Shanilla whispered.

"She's not going to listen to me either way. If Rajeev is with her at least he can keep an eye on her. Your idea of finding a complete map is our best option right now. We need to find a way out before sunrise and before this place is blown up. Let's see if we can find one and catch up with them as quick as possible."

Shanilla smiled and nodded, "Ok!"

Their lights began to flicker. The pair looked at each other with concern and then back to the door. Spencer thought he saw something in the reflection of the glass but it was gone in a blink. The lights became solid again.

"Maybe the batteries are dying?" Spencer suggested.

"A little odd for them both to go out at the same time, don't you think?"

Spencer pulled out his camera and turned it back on, "This thing is still fully charged. At least we can use it for night vision if we have to."

"Might want to keep it recording too. You know, for someone to find in case we don't make it out."

Spencer frowned and found it hard to argue. There was a real possibility that they wouldn't make it out before the building was demolished. Billy was the only person on the outside who knew they were even here. At least this way there was some record of their last few hours. And if they did get out maybe he could make some kind of 'found footage' horror film. He turned on the camera and gave a brief explanation of what's been happening for the audience before starting to look around.

They scoured the room, looking in all the file cabinets, through the binders on the shelves, and all the books. Plenty of old medical records that for some reason had been left behind, hospital forms, inventory sheets, medical books, etc. Spencer couldn't find anything on the layout of the hospital itself. He shined the flashlight around the walls of the room. Old photos of doctors who used to work there lined them. But the faces were all scratched out. Well, that was creepy. Could have been vandals who snuck in here once upon a time. But why would they only scratch out the faces? Why not tag the walls with paint or something?

Spencer shook his head. Could have been a disgruntled employee before this place closed. He's seen weirder. He kept looking and on a hunch dropped to the floor and looked under some of the shelving units. There were a few binders and papers which had fallen down there so he pulled them out. Photo albums. He casually flipped through them. Pictures of patients, patients with family, nurses, doctors, etc. But the thing that creeped him out was that any pictures of doctors or nurses also had their faces scratched out. He shivered and closed the albums.

"Hey, take a look at this!"

Spencer darted over to her, "What? A map?"

She handed a newspaper to him, "No, it's an old news article from when this place was shut down. Looks like a bunch of the staff went missing and were never found. The hospital was shut down soon after as a result."

Spencer took the article and looked it over. It showed pictures of the missing people. Some of the photos looked similar to the ones on the walls, only these still had their faces intact. Spencer looked back up at the damaged pictures on the walls. They were the same pictures. He shivered and panned the camera between the article and pictures on the wall. "Creepy, huh?"

"Found it!"

"A map?"

"Yes!" Shanilla grinned as she pulled a blueprint from a drawer.

"Great work, Shanilla!"

The two unrolled it onto the floor and crouched over it, shining their flashlights on it.

Shanilla traced a finger over the map. "Ok, here's everywhere we've been so far. All the locked rooms we couldn't get into. Doesn't look like there are any exits in those rooms though so no point trying to get in any. Hey! Looks like there's an entire wing to the hospital we didn't check out. This is the part that was torn off the map."

"What? Really?"

"Yeah! Look." She pointed were several sets of double doors on each floor led into another part of the hospital. "If I remember correctly those doors were all locked so we couldn't get in."

"Yeah, you're right. I thought those were just operating rooms or something. Geeze, I didn't realize how big this place it."

"Looks like at least one of the floors is the Intensive Care Unit. One's pediatrics. Sections dedicated to specific ailments. I wonder why those areas are closed off."

Lolo screamed. Bloodcurdling and horrifying. Spencer and Shanilla looked at each other before jumping to their feet and running out of the room. Two seconds later Lolo came running up to them. She would have run right by if Shanilla hadn't grabbed her arm.

"Whoa! Lolo, slow down! What happened?"

"It-It took him!"

"Who?" Spencer asked.

"Rajeev! That thing and-and it swallowed him up!"

"Where?!" Shanilla demanded.

"One of the rooms down there! Let go of me! I'm getting out of here before that THING comes after me!" Lolo shook free of Shanilla's hold and booked it to the stairs.

"WAIT! LOLO! What thing?!" Spencer called but she was gone.

"We have to find Rajeev!" Shanilla yelled before taking off down the hall where Lolo had pointed.

"Wait for me!" Spencer called as he ran after her.

Spencer ran down the hall after her. At least with all the shaky camera work, he'd be doing this would definitely work for a found film horror movie. If they live.

Something passed right by him and he stopped. He didn't see anything but he felt the wind rush past him, loose debris was kicked up and moved slightly down the hall towards the stairs. He got goosebumps all over his body, and his hair stood on end. For a moment he was paralyzed with fear. Spencer knew something had passed by him but he couldn't see it, and whatever it was he didn't like it.

It took a moment to shake himself out of that feeling before he hurried down the hall after Shanilla. When he caught up to her she was standing in front of a door. He could see why she stopped too because that door had been shut and locked when they first went down this hallway. Now it was halfway open. She looked back at him with a nervous expression and he went in front of her, slowly opening the door the rest of the way.

The moment the door opened they were hit with an odor which made them gag.

"Uuhhhg, what is that?" Shanilla choked out.

Spencer held a hand over his nose. He wasn't sure how to describe it. It smelled like a hospital which made sense since they were in one. But it also didn't. It smelled like an active hospital and not like an abandoned one. One that would reek of disinfectants, chemicals, sickness, and death. But amplified. Covering their noses and mouths, they cautiously went in. Spencer looked to the right side of the room and Shanilla faced the left.

Then she gasped.

"What? What is it?" Spencer spun around.

There on the wall were the remnants of a large black mass of some sort seeping into the wall. A dark stain was left in its wake which looked like the outline of a person. Based on the size, shape, and distinctive hairstyle outline it looked kind of like…

"Rajeev?!" Shanilla gasped as she walked up to the wall and touched the stain. She drew her hand back and there was nothing on it. She touched the wall again and pounded on it. "What is this?!"

Spencer was at a loss for words. Something was very, very wrong. He had a sneaking suspicion the same thing happened to Adrian and he walked back out into the hall.

"Spencer, where are you going?!" Shanilla asked as she ran up to him.

"Need to check something." Spencer went right to the morgue.

"You don't think that was Rajeev, do you?"

Spencer didn't answer right away. He walked into the morgue and shined his flashlight around, looking for something. There, on the wall next to the door, was another human-shaped outline. "That look familiar?"

"...Adrian?"

"I think so."

"So...it's just as Lolo said? Something did that to them?"

Spencer nodded.

"You-...you don't think they're dead, do you?" She asked as the bottom of her lip quivered and her eyes became glassy.

Spencer put a hand on her shoulder, "No! No, no, no. I-I'm sure they're fine. But I think Rajeev's suggestion of a ghost or monster behind this is looking plausible. And I don't think it's Billy. Not unless his ecto is doing another 'Billy Joe Cobra House of Carnage' thing again..."

"So what do we do?"

Spencer thought for a moment, "Find the ghost responsible. Try to talk to it? Or if it IS Billy we need to figure out how to un-ecto everything. But we should probably find Lolo first. Splitting up is a very bad idea."

Shanilla worried her lip but nodded. They quickly left the morgue and headed upstairs.

Lolo wasn't in the nurses' lounge or anywhere on the main floor. So they started going up each floor, searching in any room which wasn't locked. Each room was the same. Abandoned with the exception of any furniture or objects rotting away and no signs of Lolo. Floor after floor they searched with the same results. They started to fear that the Thing had taken her too until they got to the very top floor. Panting and tired they finally found her in one of the rooms attempting to open a window.

"Come on, come on!" she grunted as she struggled to lift it.

"We already tried that, Lolo. It's not going to open," Spencer said.

"One of them has to open! I'll make it! I'm not staying in this creepy place a moment longer so long as that THING is here!"

"Did you happen to see what it looks like?" Shanilla asked.

"No! It was invisible! Kind of...I-I think I saw a shadow or something and a bolt of...something hit Rajeev and some black goo swallowed him up."

A roar rumbled through the hallway.

Lolo began to shake and her lower lip quivered, "We have to get out of here!"

"Just stay calm," Shanilla whispered.

"Calm?! How can you be calm?!"

"Shh! It will hear you!" Spencer hissed.

And of course it did for not a second later something hit the door frame, causing the trio to scream. The same odor from before flooded the room. In the doorway loomed a dark figure with a long, thin frame, long sharp nails, and a face like a skeleton with skin stretched across it. It had no eyes and a huge gaping mouth. It shimmered slightly: transparent, visible, then almost invisible.

It screamed at them and the three screamed back. The monster lurched forward and everyone dove out of the way. It landed at the back of the room and became tangled in a pile of old boxes. The group made a desperate break for the door. Lolo pushed her way to the front and right as she dodged her way around Shanilla something shot out at them. Shanilla yelped and fell to the floor in the hall.

"Shanilla!" Spencer skidded to a stop and dropped down beside her.

There was a large black stain where she'd been hit. She blinked up at him, her face twisted in confusion before the stain spread all across her body and morphed into a goo. Then it sept into the floor, leaving nothing but a black human-shaped stain on the floor.

What...what just happened? Spencers' heart rate went up as hands swept over the stain again and again. It wasn't wet, or goopy, and there was no opening she could have fallen through. It was just a stain on the floor. But where could she have gone to? She couldn't have died, could she? No. That was ridiculous. That would mean Adrian and Rajeev also...No. No, they weren't dead. Just...taken somewhere. At least that's what Spencer kept telling himself. He couldn't allow himself to believe his friends were gone for good.

Spencer heard the creature huff and he gulped, daring to look up. There was a brief glow around a shadowy silhouette. For a moment, the creature was nearly solid. He saw the skeleton-like face leered down at him. It screamed. Spencer scrambled to his feet and bolted. He didn't know or care where he was going he just ran. He could hear the thing on his heels so he didn't stop to look.

There was an open door at the other end of the hall which had been locked before. Spencer didn't stop to think about the implications of it. He flew through the door which led into another hall. Spencer panicked a little as he didn't recognize this part of the hospital and realized it was the section Shanilla pointed out on the map. The section that was closed off before. He had no idea where to go. But the scream behind him told him he didn't have time to be choosy. He tore down each new hall indiscriminately. This part of the hospital was somehow dirtier and more rundown than the other parts. Spencer had to start jumping and dodging holes in the floors. Until he came to a huge, gaping one he couldn't easily pass.

A wooden plank laid across the gap but it looked less than safe. It was old and moldy, obviously placed there long ago. The monster roared. He heard its claws scraping closer and closer from down the hall. He didn't have anywhere else to run to.

Spencer started to cross the wooden plank. He knew he didn't have much time but if he went too fast he could fall or stress the board and make it break. One step at a time, one foot in front of the other. Slowly and cautiously.

The beast roared again, much closer now and Spencer panicked. He took one hurried step forward and the board collapsed under him. He fell. His landing wasn't as hard as he expected but still painful. He landed on an old gurney which collapsed and threw him onto the floor. His head hit something hard and his vision tunneled.

.

.

.

_Colors and faces passed through his mind. Vague shapes, people, and events. It was bright. People he knew, things that had happened a long time ago. Happier times. A best friend who played with him and made him feel a little less lonely. Nothing exact he could focus on but he felt happy._

_Then everything went dark. Swirling. Engulfing. Keeping him locked away. Two glowing orbs stared down at him, making his blood run cold. He was scared. More scared than he'd ever been. He was alone and trapped as more and more glowing dots stared at him. The darkness swirling ever closer. Grabbing at him. He was finished._

_Then there was a red flash. It struck the swirling mass which dissipated. The eyes blinked closed and disappeared. Everything grew bright again as a red guitar clattered to the ground._

.

.

.

Spencer jolted. His mind was fuzzy and muddled. He pushed himself up off of the uncomfortable floor and rubbed at his eyes. The room was dank with old rotted and rusting furniture. Spencer sat back against the wall and scrubbed his hands over his face as he took a few deep breaths. The same nightmare he'd had several times over the past three weeks. But the guitar was new this time. He'd always forced himself awake when the darkness got too near to him. Always wake up in a sweat with his heart racing.

Spencer tried to think through the haze in his mind. What was he supposed to be doing? Something important. What it was he couldn't remember. But he knew he hadn't been alone. His friends were here. Maybe Billy, Rajeev, or Shanilla could tell him what was going on.

Spencer pulled himself to his feet, fumbled around the room until he found his flashlight and camera. He stuffed the camera in his camera bag and stumbled out into the hallway. It was dark. The flashlight didn't illuminate much. He checked the signs on the doors. He was in the pediatrics ward.

Spencer staggered down the dark and creepy hall. Everything still felt fuzzy but he didn't feel scared or in danger. He didn't feel much of anything. He peeked into each room he passed. They were all the same. Dark, moldy walls with wallpaper peeling off, old furniture coated in dust and rusting away, windows sealed shut. Until he came to one room with the door closed. He could hear movement and a voice inside. Spencer cracked open the door to get a look in.

The room was bright. Illuminated from the sunlight spilling in through the window. Paintings and kids drawings peppered the light-colored walls. The floor was pristine, the furniture was nice and the bed was covered with fluffy pillows and a plush comforter. On the bed sat a little girl in a pink and white dress with brown curly hair that dangled around her shoulders. A bed tray sat above her lap with a little tea set on it. She had been humming to herself and playing with a tea set until Spencer opened the door. She looked up to meet his gaze.

"Uh...sorry. Didn't mean to intrude," with that he closed the door and started back down the hall.

"Would you play with me? The other kids never want to play with me. Mr. Buttons used to play with me all the time but I can't find him," came a small voice from behind.

He stopped and looked back. The little girl was now standing in the hallway. She stared up at him with big bright eyes.

Spencer thought for a moment, his mind still a little foggy. He thought back to a time when he was around her age. A lonely little kid who only wanted someone to play with. He knew that feeling all too well. It wasn't pleasant.

Spencer had been fortunate to have Billy even if it was only for a week. But speaking of friends he needed to find them. "Later," he mumbled out the promise, "Need to find my friends first."

She cocked her head, "I saw a funny man who can fly. He's downstairs. Can he play with us too?"

Spencer blinked and looked down the hall towards the stairs. Something about what she said clicked and his mind became a little clearer. Wait...

This was an abandoned hospital. There shouldn't be a little kid here and last he checked none of the other rooms looked like that. It was also dark outside so why was that one room lit by sunlight? And weren't all the windows boarded up anyway? Spencer looked back and the girl wasn't there. He stumbled back to the room and threw the door open. The room was dark and dank once again. Peeling wallpaper exposing the moldy wall. The once white floor was grey and black with filth. The furniture was rotting away, and the bed lacked the plush mattress and sheets so only the rusty frame remained. The window was solid black like all the others.

Spencer's heart pounded in his ears and he found it harder to breathe. He turned back and hurried down the hallway towards where the stairs should be.

Spencer descended the stairs to the main level and sat on the bottom step, allowing his brain to process everything. They were trapped in an abandoned hospital. They couldn't contact anyone on the outside. Adrian, Rajeev, and Shanilla were taken away by weird monster powers. The same said monster was hunting him and Lolo, who had run off on her own. Spencer was pretty sure he had seen a ghost. Or hallucinated which was plausible given he'd just hit his head. But...the ghost said she'd seen a funny flying man downstairs. Could that be Billy? It had to be.

A scream. Spencer jumped to his feet and looked down the hall where it came from. Too high pitched, even for Billy, so that was Lolo. They may not get along but he couldn't just leave her. Spencer raced down the hallway, flashlight shining wildly around at the doors, looking for her. Until he saw an open door at the end.

Spencer burst into the room but he was too late. She was already being engulfed in the black sludge with the monster looming over her. Spencer cursed under his breath, picked up a loose board from the floor. He swung it at the beast. The board cracked and bounced off its back in pieces. The creature growled and looked back at him. Spencer gulped and started backing up. Then the thing just vanished into thin air as it had before. Shit.

Spencer turned and ran but not fast enough. Something caught his leg and he felt a searing pain jolt up his body. He hit the floor with a shout and cradled the stinging appendage. His hand came back covered in blood. Shit shit shit. Spencer looked up to see a black shadow hovering over him. It was staring at one of its talons as blood dripped off of it. It looked at him and cocked its head.

Spencer panicked and started to drag himself backward. The creature reared back and he knew that thing was about to do to him what it had done to the others. That skeletal face came into focus with the gaping mouth and-

"BACK OFF!"

A blur of glowing blue swooped in front of him and collided with the monster. The creature flew back onto the floor. Spencer blinked and looked up to see Billy hovering above him, holding one of his electric guitars. Only the guitar was glowing with an eerie blue ghostly flame. The monster hissed and thrashed around as it tried to extinguish the fire on it.

"Billy?!"

"Talk later!" Billy said. The fire on the guitar dissipated and he strapped the cracked instrument to his back. Then he hoisted Spencer to his feet, picked him up and flew down the hall.


	4. Chapter 4

They ended up back in the nurses' lounge which the gang had earlier designated as their base of operations. Billy deposited Spencer on the table before going through the cabinets.

"Figures, we're trapped in a hospital that doesn't actually have any useful supplies…" Billy huffed as he tossed a bottle of some slimy substance to the floor.

"This place has been closed for a long time. Everything's gone or expired long ago. Check Shanilla's bag, betcha she packed something we can use," Spencer said through gritted teeth as he put pressure on the cut.

Billy dove into her backpack and rummaged around.

"How'd you get in the hospital anyway? I thought you stayed outside."

The bag went still, "I...got worried. Made it in before the whole place went on lockdown."

"Then where have you been all this time?"

Billy muttered something.

"What?"

He muttered again.

"I still can't hear you, dude."

Billy popped up out of the bag, "I said I was hiding! This place is super creepy, alright?! I didn't expect it to go on some kinda Alcatraz lockdown! And every time I came out to look for you dudes that ghost would pop on by again so I kept finding new places to hide. Until I saw the human-shaped stains and went looking for you."

Spencer blinked, "How do you know it's a ghost and not one of your ecto debacles?"

"I dunno, brotician. I can't explain it, I just know," Billy said as he dove back into the bag and continued rummaging.

Spencer frowned. Could it be a ghost thing? To know when there's another ghost around? Then he remembered what Billy said when they first arrived at the hospital. That something 'didn't feel right'. The wording was weird, even for Billy. He didn't say he was scared, or worried, or that the place looked 'super creepshow'. He said it didn't feel right. Like even then he sensed something off about the place. If he would have listened to Billy from the start maybe his friends wouldn't have vanished...

"Bingo!" Billy swooped out of the bag holding a bottle of water and a small first aid kit, "Shanilla-wafer knows how to plan ahead."

"Yeah," Spencer rolled up his pant leg to expose the wound. He winced as Billy poured some of the water over it to clean it. "Looks pretty superficial. Not as bad as I thought."

BIlly's nose wrinkled up in disgust, "Speak for yourself." The ghost took out some gauze and bandages from the kit and started to cover and wrap the wound.

"Thanks," Spencer said as the ghost finished, "Not just for this. But also for, you know, saving me..."

"...You ok?"

Spencer stared at the bandage around his leg and didn't respond.

"...Spence?" Billy shook his shoulder.

Spencer blinked up at him, "What? Yeah, yeah, I'm fine…"

Billy gestured towards his hands. Spencer looked down and saw they were shaking. He looked away. Without words, they both knew he wasn't ok.

"...I'm glad you're here. For a moment there I thought-" Spencer bit his lip, "Everyone's gone, dude. I don't know what happened to them or even if they're still alive. I was completely alone and with that thing right on top of me I was so sure I was gonna di-uh-get ghosted."

Billy sucked in a breath, "I know that feeling." A hand lightly scruffed his hair for a moment, "Sorry I didn't show up sooner."

Spencer shrugged, "Woulda been hard to explain the floating guitar to Lolo and Adrian."

Billy blinked, "Lolo and her hunch-lacky were here?"

"Yeah, trying to bust us for breaking in. But the ghost took them..."

Billy pursed his lips and nodded, "So what do we do now?"

Spencer sighed and glanced at the door, apprehensive that the monster could burst in at any moment, "No idea."

"Great...Well, BJC needs a break," he said as he sat next to Spencer and leaned back against the wall.

Spencer let the silence hang between them for a beat. It was comfortable and for a moment he felt safe. But they were running out of time.

"I'm sorry."

Billy sat back up and looked at him, "For what?"

"Snapping at you earlier. I don't know why I did, I've been tired and frustrated lately. I'm sorry about what I said."

Billy frowned, "...but you were right."

Spencer blinked at him. Did Billy really say that?

"I was a total tool for dumping on you after all this time. I just...didn't want to talk about it before. It wasn't cool of me to try and use it against you now."

Spencer opened and shut his mouth. He didn't know how to respond to that. Billy admitting he was wrong AND apologizing? Maybe Spencer was still delirious. "So...it wasn't only the whole being 'out ghosted' thing that was bugging you for three weeks, was it?"

Billy shook his head.

"Were you thinking about your parents?"

Billy nodded, "And other things..."

Spencer waited but Billy didn't continue, "Like what?"

"It really was my fault. What happened with the whole haunting thing with Frank and for us losing our memories. If I had listened to you it wouldn't have happened..."

"...Billy, about what I said before, I-"

"I know everything seemed cool but...I can't stop thinking about all the 'what if's', you know? I know your childhood sucked and you were lonely. I was supposed to be your friend and be there for you but I wasn't and it's my own stupid fault. You were right, I should have listened to you. And my moms' voice keeps shouting at me in my head saying 'I told you so, Baruch, your actions would have consequences!'." Billy groaned as he buried his face in his hands.

Spencer almost teased him for being deep for once. Almost. "Honestly, I was thinking a lot about how things would have turned out if we hadn't forgotten too. Why didn't you say anything sooner?"

Billy looked down at his hands and twiddled his thumbs, "When you asked me what was wrong this morning and you said you were worried you looked totally beat down. I know we haven't talked about anything and it got me thinking that you were feeling as bad as me. I was so caught up in my stupid problems I didn't even think to ask you how you were. I felt like such a bad friend. So I thought if I tried to play it off as the whole 'ghost powers thing' then things could go back to the way they were and maybe we could forget about the bad stuff. When you said you wanted to film a new movie I was actually pretty stoked cuz I thought it'd worked. But I...kind of panicked when I saw this place. Everything kinda came rushing back, ya know? Just looking at this place gave me the same heebee jeebees I had when I saw Frank as a ghost when we were kids."

Spencer frowned. He couldn't really blame Billy as he had earlier. He remembered all the times he'd also wished that things would have gone back to the way they were. But sweeping everything under the rug wasn't going to work, they both realized that now.

"We can't change what happened. I suspected you felt guilty about it and it wasn't cool to use it against you. I don't actually blame you, you know. Not exactly. I mean it's not like we could have predicted that we'd lose our memories."

Billy sighed, "It doesn't change the fact that-"

"Stop. Let's just...stop playing the blame game, ok?"

Billy studied him for a minute, "So you don't completely hate me?"

Spencer smirked and nudged him, "Idiot. You're my best friend, of course, I don't hate you."

Billy grinned, "Good. 'Cuz it would totally suck if you hated your super awesome, talented, kick-ass cousin." Then he sighed, "Still...Things could have been so awesome if I didn't take that stupid camera."

"How exactly could things have been 'so awesome'? Weren't you on tour or recording or something most of your life? I doubt it would have changed much."

"Oh yeah but BJC could always sneak away. Viper was one of many disguises I used to sneak out when I needed a breaksey from my bosses. Sometimes I found some hole-in-the-wall bar where I could perform the kinds of stuff that my wardens wouldn't approve of for the BJC image."

"What? Seriously? You never told me that."

He shrugged, "Didn't get to do it as often as I would have liked. Point is, I would have made time. Thrown you guys the best parties, spoiled you rotten with gifts, could have visited during the summer to try fishing with you and the Hugh-ster. And when those nasty bullies started teasing you again the Kinder-Snatch would rear its ugly head, mwuahaha!" Billy emphasized by wiggling his fingers menacingly in the air.

Spencer snorted, "Cheese ball."

Billy chuckled.

"You probably would have patched things up with your mom, too, huh?"

Billy frowned and nodded.

"...I did a little digging into your past. Found out she passed when you were still alive. I take it she didn't stick around as a ghost either so you two could talk?"

Billy bit his lip and took a deep breath, not looking at him. Clearly, this was a painful subject. Something Billy likely thought about over the last three weeks and wasn't comfortable talking about it.

"Sorry, dude. That must have been rough. I didn't mean to pry I was just-"

"Worried," Billy finished for him. "I know, it's ok. Wanna know what's worse? When she died I didn't feel much. I mean yeah, I was kind of upset, she was my mom after all. But we never got on, you know? And cuz I didn't remember that week the thought of even trying to reconcile with her never even occurred to me when she was still around. Things could have been so much better. I could have been better…"

Spencer frowned, "I couldn't find much about your dad, either. Like you said he had a pretty average job but his obituary mentioned he played music as a hobby but that was about it. Whatever it was that your mom didn't want to tell you about him wasn't publicized. I take it he wasn't exactly 'ghosted' either so you can't reconnect to ask?"

Billy shook his head, his shoulders scrunched up and he still refused to look at Spencer, "Mother dearest took those secrets with her to the grave. All because of that stupid camera…I really screwed up, huh?"

Spencer frowned. This was the exact thing he'd been afraid of. Exactly what he thought had been bothering Billy in the first place. "We were kids. You didn't know better. You did the best you could, dude."

Billy sighed and wrapped an arm around his shoulders, pulling him into a small hug, "Thanks, bro. For trying to help me out…"

Spencer smiled, "What are friends for? But it still sucks that they're gone and you couldn't get the closure you wanted…"

Billy's eyebrows furrowed and he stared at the wall, "I don't think they're gone for good. Not really..."

"What do you mean?"

Billy's face flushed, "This is kinda embarrassing. It's gonna sound totally cheesy, like fondue cheese, and way too touchy-feely for BJC."

Spencer nudged him playfully, "This coming from a guy who watches soap operas?"

Billy nudged him back, "Hey, some of them have awesome action subplots!" He coughed, "I mean, I remembered something...when I was brooding-"

"Moping," Spencer teased.

Billy pinched him, "Brooding. It was something about my dad."

"...Your dad?"

"Could be my imagination. Probably is, what with all the stuff that's happened. But I wanna think it's real. I have this vague memory of seeing him in the hospital once before he...passed. Mom said he had to go away and that I wouldn't be able to see him anymore after that. I was too small to understand why and I begged him not to go to wherever he was going. I remember him pointing to my chest," Billy mimicked the gesture by pointing an index finger at Spencer's chest, "And him saying that he wasn't going anywhere. That he'd be right here." Billy's finger touched Spencer's chest right over where his heart was. Then he swiftly sat back and folded his arms, clearly embarrassed.

Spencer blinked at him. Well, that was different.

"Like I said, probably just my imagination… You-You know what? Just forget I said anything!"

"I think it's true."

Billy stared at him, "What makes you say that?"

"'Cuz you're not that clever or sentimental."

Billy huffed and shoved him.

"It's a nice memory, though. At least you have something."

Billy smirked, a little sadly, "True." Then he cleared his throat and straightened up. Classic cue that he was going to change the subject. "But seriously, though...since I didn't ask before. Besides the both of us being totally lame and silently moping on 'what could have been' for the last three weeks, how have you been holding up?"

Spencer shrugged, "Not sleeping well. Nightmares. Could be worse I guess."

"Nightmares about what happened at the cabin?"

Spencer nodded, "Don't get me wrong, I think it was cool! Franks' ghost powers and everything. Would have made for one sick movie. But I was a little kid. Even for a horror-loving kid, it scared the pants off me."

"Me telling you that people don't come back as ghosts or zombies didn't help, huh?"

"I knew you were wrong. I'd seen Frank before, remember? You just didn't believe me."

Billy sighed.

"...I just...didn't know if I'd come back at one, you know? Since you said your dad didn't."

Billy frowned and nodded. Spencer opened his mouth to ask another question but closed it. That was something for another day, he knew how Billy reacted when he asked about that.

Spencer cleared his throat, "So...Remember what Frank said about ghosts looking and behaving differently? What if that's what this is? A ghost that's just out of control. What if we can reason with it? Talk to it and calm it down."

Billy balked at him, "You lose your marbles, Spence? That's wack!"

"You got a better idea?"

"Yeah, find a way out and run!"

"And leave the others behind?"

"Oh, right…"

Spencer shook his head at his absentminded cousin, "We don't know what happened to them. They could still be alive and ok. If we talk this ghost down we can probably get them back."

Billy raised an eyebrow at him. It reminded Spencer of Billy's mom and he cringed. "How do you plan to talk this thing down? It tried to kill you last time it saw you."

Spencer frowned, "True...the ghost doesn't seem like it's in the talking mood. And I think they can make themselves invisible or visible whenever they like."

Billy blinked, "But I saw it just fine."

"Yeah, that's cuz you're a ghost too, genius. Wait! What did they look like?"

"Wha?"

"When you saw them roaming the halls or coming for us, what did the ghost look like?"

"Like that freaky skeletal monster. What else would it look like?"

Spencer's eyebrows furrowed. That can't be all. When he was a little kid he'd seen Frank in both forms. The ghosts' normal one and then his 'haunting' one. The theft of his precious camera triggered the more terrifying version of the old ghost. So something that happened while the teenagers were poking around the hospital had to have triggered this ghost. Question is what was it and how do they calm the ghost down enough to revert back to its regular self? They didn't even know what it was supposed to look like. Unless…

"Hey, Billy…"

Billy looked at him.

"So...earlier I fell and hit my head."

"What?!" The ghost was suddenly in front of him with his hands on either side of his face, turning Spencers' head which way and that to investigate every inch of his noggin. "Dude, why didn't you tell me? Are you hurt?"

Spencer pushed him off. He appreciated the concern but they didn't have time for Billy to switch into babysitter mode. "I'm fine. I was only out for a minute, I think. My point is after I woke up I saw something. At first, I thought I was hallucinating, since, you know, I hit my head. But it may have been more than that. I was walking down a hallway looking for everyone. I checked all the rooms and they all looked the same: dingy, old, and abandoned. Except for one. One room looked good new as if nothing had ever happened to it. There was even sunlight coming from the window and a little girl sitting in a bed. She talked to me. Asked me to play but I told her I couldn't. Then she was gone as quickly as she'd been there and the room looked old and abandoned like the others again. It was only for a few seconds so it could be a hallucination but what if that was the ghost? The same ghost manifesting that monster."

Billy stared at him for a long moment. His eyes glanced up at the ceiling and around the room several times in thought during his silence. "So...a little girl...is also a huge skeletal monster...who tears people to ribbons with demon claws and makes them vanish into oblivion with black sludge…?"

"...Well...when you put it that way…"

Billy's face twisted up into a grin like he was about to tease him and Spencer flushed with embarrassment. Then the ghosts' face dropped, his eyebrows drew together and he crossed his arms. Spencer frowned and looked at the floor. It did sound stupid, didn't it? He most likely just hallucinated and was drawing conclusions.

"Well I don't have any other ideas so let's roll with it."

Spencer blinked up at him. "What? Really?"

Billy was staring off to the far wall with a serious expression that didn't fit him. Like he knew something he wasn't telling Spencer. It was only there for a split second but Spencer caught it before Billy's face shifted into a sideward grin and he shrugged. "So what's your game plan for this thing?"

"If it is the girl maybe we can find her identity in the records room and learn more about her. Remind her of who she was before she became that thing. She might revert back to normal and we can get her to release everyone and change the building back to normal so we can get out before this place gets blown up."

"Yeah, that-wait… Blown up?"

Oops. "Uh...right, forgot to tell you. This place is getting demolished in the morning, which...is in a few hours."

"WHAT?! Why didn't you say something sooner?! Let's get moving!" Billy bolted up from the table and hoisted Spencer to his feet. He draped Spencer's arm around his shoulder so he could lean on Billy for support.

"So we need to get to the records room, right? Where is it?"

"In the basement. Across the hall from the morgue."

Billy's face dropped and Spencer swore he turned paler than he already was. If they were at all possible for a ghost.

They crept through the hallways, slow and steady, making sure to check around every corner and in every nook and cranny. Spencer held his flashlight with his free hand but only pointed it far enough ahead so he could see where he was walking. Billy kept a wary eye out for the ghost.

"How do you plan on protecting yourself if you can't see the ghost?" Billy asked.

"I don't. That's your job."

"Wh-what? Me against that thing?! Are you nuts?"

"Ghost, please. You did ok last time. Just do that firey guitar thing you did before."

He glanced back at the instrument which was still strapped to his back, "Uh...what?"

Spencer blinked at him, "You know...what you did earlier? When you hit the monster with your guitar. It was on fire."

Billy's face twisted, "I dunno if I can do it again, bro."

"What? What do you mean you don't know?"

"I mean I don't know how I did it."

"How do you not know? You've done it before! Back when you scared Mallory, remember? The potatoes."

The ghost attempted and failed to hide the guilty look that crossed his face, "Yeah, well, I forgot how I did it back then too."

Spencer groaned, "Really? How do you forget how to do something like that? When you did it earlier what was different? What were you thinking? Feeling?"

Billy hummed and was quiet for a moment. "I dunno, bro. I just...saw that thing about to waste you, I panicked and attacked it. I didn't even realize the guitar was on fire until afterward."

"Uhg...fine. We'll try to avoid the ghost if we can but if it does come after us please do SOMETHING other than run and hide, ok?"

Billy pouted with indignation, "Fine. But what if your plan doesn't work? What if I can't protect your sorry little butt? You still can't see the ghost, you'll be totally defenseless!"

Spencer didn't want to admit it but Billy was right. Billy probably couldn't hold off the monster/ghost for long and if it came at him Spencer would never even see it. Unless he could somehow see it. Unless it didn't have a choice in whether or not he could see it. He smirked. "Still got that bird poop?"

Billy paused before digging through his jacket pocket. He fished out the plastic bag which still had some bird poop in it.

"Good! When we see the ghost ecto that up and throw it at it. That way I can still see it and avoid it while we try talking to it."

Billy grimaced but nodded and stuffed the bag back in his pocket. "I don't like this…"

"You never do," Spencer whispered as he peered around the corner towards the staircase. "Ok, we're almost there. Any sign of the ghost?"

Billy glanced behind them and shook his head. Spencer nodded and started to hobble forwards with Billy at his side.

"Uh...Amig-bro, not to dis you or anything but what if you're wrong?"

"About?"

"What if the ghost isn't the girl? She could be a totally different ghost that just happens to be haunting this place. Or a hallucination. That monster might be just that: a monster. Or a different ghost whose identity we have no clues on. We could talk ourselves blue in the face and it wouldn't make any difference!"

The thought had crossed his mind. It was entirely possible it was a different ghost all together or an actual monster. Spencer shrugged, "We don't know anything for sure. But I don't have any other ideas and at least we can give this a try. I'd rather die knowing I tried to do something instead of waiting around for it to happen. I won't go down without a fight and we don't have a lot of time left do we need to act quickly."

Billy frowned and snapped his mouth shut. For a moment he was silent, his jaw clenched. Then he stopped.

Spencer blinked at him, "Billy?"

The ghost didn't look at him. He was frowning at the floor.

"Dude, did you not hear me? We don't have a lot of time left, let's go."

"Spence...listen. If-...if it comes to it, you-" then he gasped and shivered. His head snapping up and looking towards the stairs.

Spencer flashlight started to flicker wildly before it faded and went out. He smacked it a few times, "Hey, what gives? These are new batteries."

"Hide."

"What?"

Billy steered him into a nearby room, closing the door behind them. "Hide!" He hissed. He grabbed Spencer and the pair ducked under a gurney. Spencer could still see a little bit out of the room window. His heart pounded in his ears and he tried to control his breathing. He could hear Billy shaking beside him.

He saw something pass in front of the window. Except, he couldn't really see it. It was brief and transparent. A reflection. Billy made a small noise before covering his hands over his mouth. The reflection appeared in the window again and both boys froze. After a moment it disappeared. They both breathed a sigh of relief.

Billy floated up to the window and glanced out, looking down the hallway. "It's moving away." He whispered.

Spencer smiled slightly, feeling like they'd dodged a bullet. He crawled out from under the gurney and put a hand on it to help raise himself to his feet. Spencer felt his stomach lurch as the old rusted metal of the gurney gave out under his weight. He and the gurney collapsed to the floor with a loud bang. The sound echoed down the hallways outside.

Billy and Spencer locked eyes, each having the same expression of 'oh shit'. Billy glanced back out the window before swiftly backing up and taking the guitar from off of his back. "Stay behind me."

No argument there. Spencer backpedaled to the end of the room as fast as he could, putting as much space between himself and the door as possible. Billy hovered in the center of the room between them, noticeably shaking. Spencer could barely see a thing without his flashlight so he took out his camera and turned it onto night mode. Oddly enough, he was able to see something through the greenish filter.

"Hey, that's weird."

"What is?" Billy asked through gritted teeth. The ghost was obviously trying to keep them from chattering.

"I can kind of see you in this. But, you're more like a transparent white hazy blob. Holding a floating guitar. Weird. I wonder how that works..."

"Now's not the time to debate how ghost stuff works, broski."

The door slammed open, hitting the wall behind it and shattering the glass in the small window. Billy screamed and started swinging the guitar around frantically. Through the lens, Spencer could see two whiteish forms zipping around the room, one swinging the guitar. Spencer carefully rose to his feet, leaning against the wall to support his injured leg.

"Listen!" He called, "Ghost, uh, little girl? I'm sorry I don't know your name. We-we wanna talk! We don't mean you any harm."

It didn't seem to help. Billy was still flying around the room, screaming as he dodged this way and that while swinging the guitar like a bat but never landing any hits. The monster was deft and appeared to be able to climb on the walls and ceiling. He tried tracking its' movements through the lens as best he could.

"We just want to talk, we don't want to fight!" Spencer shouted but the monster didn't listen. Billy was hit and he flew back into a wall. The guitar clattered to the ground. Spencer looked up from the lens for a second. "Billy, you ok?!"

"SPENCER MOVE!" Billy shouted.

Spencer looked back down at the camera again in time to see the other haze lunged at him. He jumped out of the way but was still hit by something in his side and sent flying. He collapsed to the floor, dropping the camera. He wasn't cut again but he could feel where he'd have a large bruise later on. If he survived. Spencer sputtered and coughed. He frantically felt around for the camera but could barely see in the dark. He heard the monsters' claws scattering around the floor, wall, and ceiling. It was coming for him. He started dragging himself away from the sound. He wasn't quick enough. He heard it right behind him and it inhaled. He knew what was about to happen and he closed his eyes.

He heard a roar, a slam, and something crash on the other side of the room.

Spencer opened his eyes and looked back. Billy hovered over him facing where the monster had landed, brandishing his guitar over his shoulder, the blue flames surrounding it and flickering in the air. He was panting and his arms shook but he glared at the invisible monster with pupils like slits.

"Dude, you did it!"

"I-I'm gonna try and get us an opening. Run for the door when I say so!" his voice quivered despite his brave posture.

Then Billy took out the bag of bird poop, added a drop of ecto and hurled the concoction across the room. It hit something invisible. There was an ear-splitting scream and the monster phased into view. The skeletal monster rose to its feet and easily stood at least eight feet tall. Billy whimpered but stood in front of Spencer with the flaming guitar anyway.

"St-Still think it's the g-g-ghost of a little girl?"

Spencer dragged himself backward until his back was against the wall. With the blue fire lighting up the room he found his camera and snatched it up. It still worked.

Spencer tried to calm his ragged breathing, "Uh-ghost? We're not gonna hurt you. We're not your enemy. We only want to get our friends back and get out of the building. I promise we'll leave you alone if you let everyone go."

The monster hissed and reared back.

"It's not working!" Billy shrank.

The monster lunged forward. Billy faltered a moment before seeming to steel himself and swinging the guitar at it. The monster lept back but the flames flew off the guitar towards it. It shrieked and dodged awkwardly around them, falling to the floor and writhing around trying to regain its footing.

"Don't hurt them!" Spencer shouted.

"Well, what do you want me to do?! Let it tear you apart or hit you with that black goop?"

The monster stilled and smiled around jagged teeth, its mouth split open from ear to ear. It inhaled and spit out black sludge. Billy and Spencer jumped out of the way. The goop hit the floor and sunk into it, leaving a black stain behind. The two shared a look. Billy nodded, indicating he was going to try and give them an opening to run before he charged at the monster.

Billy swung the guitar again, the fire hissing through the air. The monster spit some of the goop onto its hand and swiped the claw at him. It collided with the instrument and with a great CRACK, the guitar splintered to pieces. The fire fizzled out as the black substance ate it like a void. Before Billy had a chance to do anything other than look shocked the monster lunged forward and hit him with an elbow. He was sent flying back to the other side of the room onto the floor.

"BILLY!" Spencer cried as he vaulted to his feet. Bad mistake. His injured leg protested with searing pain and sent him tumbling back onto the floor as well.

He heard Billy groan and cough on the other side of the room but when he looked up Spencer only saw the skeletal face looming over him. It gurgled and studied him for a moment. Spencer slowly dragged himself backward abut it was no use. There was nowhere to run to. His heart pounded so loud in his ears he couldn't hear anything else. This was it. He was done for one way or another along with everyone else. They'd failed.

Spencer stopped and waited. That was all he could do now. The monster reared back and inhaled. It hurled a blob of black sludge towards him.

But something got in the way.

Frozen. He couldn't move a muscle and it wasn't for the reason he was anticipating. The blast had been coming for him. He saw it hurtling towards him. It should have hit him and consumed him the way it did Rajeev and Shanilla. It should have been him. But his stupid cousin had swooped in front of him and taken the hit. Billy collapsed to the floor.

The monster made a noise like it was surprised. It stared at the crumpled ghost and then at Spencer before it scampered out the door and down the hall.

Spencer blinked and breathed. Did...that really happen? Billy gasped and Spencer broke out of his paralysis. He scrambled over to Billy, helping him up and leaning him back against the wall.

"You idiot! Why did you do that?! What the flaming heck were you thinking?!"

Billy let out a small laugh, "Dunno...wasn't really thinking. Just...kinda reacted. Besides…thought you said you wouldn't go down without a fight, so what gives? And you don't really think I'd stand by and watch you get hurt, do you?"

His breath caught in his throat. This wasn't supposed to happen. Billy was an egotistical diva who was scared of everything. If Rajeev or Shanilla had asked him this morning if Billy would ever take a hit for him he would have laughed.

Spencer swallowed past the lump in his throat, "You're gonna be ok, right? That-That monster's power only affects regular people, right? So you're gonna be fine."

Billy lifted his hands to show the spot where he'd been hit. A dark mark was quickly spreading across his body much the same way the sludge did with the others. "Doesn't look like we're that lucky…"

No, no, no! He already lost Rajeev and Shanilla, he couldn't lose Billy too! He had no idea what to do or how to fix this. The one thing Spencer was sure of was that he did not want to be alone right now.

Spencer shook his head and put his hands over the growing dark spot as if he were trying to stop bleeding despite how illogical it was. "No. No, you-you're a ghost, whatever that thing did can't affect ghosts, can it? No, you-you're gonna be fine. Just-just hang in there and-"

"Don't worry, tater-tot, you'll be fine. You're smart, you'll figure everything out. You got this."

The darkness was spreading over the ghosts' intangible body. Spencer bit the inside of his cheek. He was NOT going to cry right now, "Don't go, ok?"

Billy let out a wet chuckle, "What are ya talking about? You can't get rid of me that easy." He lifted a hand and gently poked Spencer's chest right over his heart, "I'm right here."

Once the darkness had consumed him Billy vanished into thin air.


	5. Chapter 5

Spencer slumped against the wall and buried his face in his knees. This couldn't be happening. It couldn't be. It had to be a dream. He was still unconscious from the fall and dreaming. That was it. It had to be. If he closed his eyes he could force himself awake and everything would be ok again.

. . .

But nothing happened. He didn't wake up. He was still in the old hospital, all alone. Completely alone. The girl who bullied him and her lumbering henchman were both gone. His friends were gone. His cousin and best friend was gone. He had no idea what to do.

For a long time, he just sat there. Waiting. And if anyone said he was also crying he'd deny it. Not like there was anyone left to counter that claim anyway. He scrubbed at his face and took several deep breaths to calm down. Without thinking about it one hand was gripping onto his necklace like some sort of lifeline.

Spencer's mind couldn't help but wander back to a time when he was a little kid in a very similar situation. Alone and scared in a strange place. Well, almost alone. Yet again some monster or ghost was looming in the shadows, stalking him. When he was a kid in the old cabin he waited for someone to come get him. He had waited for his parents or Billy to come charging to the rescue. And Billy did, shockingly. But now for the first time, he was completely alone and helpless. At this point, he just wanted it to be over.

But nothing happened. Nothing came. There was only deafening silence. The monster would have to come back soon right?

. . .

_No. _What was he thinking? What was he _doing_?! This wasn't the first time he's ever been alone. Before he moved to Beverly Heights he was alone all the time. He learned to be alone and he had adapted just fine. Sure when he was little he sometimes sat and cried to himself when he was lonely but he wasn't a little kid anymore. No one was going to break through the doors or windows and carry him out. It was up to him to save himself and everyone else. The lone survivor of his own horror movie who needed to rise up against the monster.

_Best day ever_. Spencer smirked to himself.

Besides, if Billy's silly sentimental statement before he vanished was true then Spencer wasn't alone and his friends weren't gone. Spencer scrubbed his face clean and took a deep breath.

Spencer pulled himself to his feet, leaning against the wall for support. His camera was still working and in night vision mode so he could at least see a little bit through that. But the lack of natural light in the building still made it hard to see. He was afraid to use his flashlight on his phone as it might attract the monster. So he'd wait until he absolutely had to.

He started to slowly limp through the hall towards the stairs leading to the basement. The dim night vision lighting on the camera helped him navigate obstacles and trash that lay in the hall and on the stairs. He was careful to keep an eye out for the monster. The bird poop concoction should still last a while so he should still be able to see it. But he hoped he didn't encounter it again before he was prepared.

When he got to the basement it looked different. Somehow it was even darker and dingier than before. Dust floated up and around the halls like snow or ash. The stains and mildew on the floors, walls, and ceiling were larger and nastier. Sludge and grime were seeping through the surfaces and bubbling up. They reminded him of the sludge that engulfed his friends. Spencer avoided them.

Any glass that acted as a window from one room to another or into a hallway was broken. The broken glass littered the floors, exposing the metal mesh that sat in the center of the glass. Spencer panned the camera cautiously to look into each room in case the monster was there. So far so good. He hobbled his way towards the records room.

Spencer didn't even know where to start looking when he got there. He wandered aimlessly around the room for a bit, taking in the daunting task of going through the numerous filing cabinets. Then he started digging. There were hundreds of patient files and a large bulk of them were pediatric. Whittling it down to only the girls didn't help much as there were still piles and piles to sort through.

He sat on the floor, surrounded by stacks of files shaking his head, once again wishing he wasn't alone in doing this. If someone else was here not only would he not be alone but this would go a lot faster and time was not something he had a lot of left. He'd finally turned on the flashlight on his phone so he could read the files.

Then Spencer's eye caught a glimpse of the photo albums laying on the floor across the room. An idea popped in his head. Maybe, just maybe, there would be a picture of the girl he saw earlier. It was a shot in the dark but he might get lucky.

He scooted over to the pile of albums and flipped one open.

He immediately dropped it with a gasp and drew back. The first picture he happened to open to was a picture of a doctor and nurse. Only instead of their faces being scratched out like before now the faces looked morphed. White skin with gaping black holes where the eyes and mouth should be. Very much like the monster that's been stalking him.

"What the heck…?" he whispered and panned the camera over the pictures.

A thought came into his mind he looked up at the picture frames on the wall. They were the same as the pictures in the book. Eyes and mouths turned into gaping holes. It was almost as if the black holes, like little black voids, were looking right at him. Sucking in the light around them, threatening to suck him in as well. He shivered, looked back at the book and turned the pages. The pictures of patients were fine, but any doctors or nurses in the album had the same distorted face.

Something creaked outside the door.

Spencer's heart leaped into his throat. He switched off the flashlight on his phone and scooted back behind a filing cabinet. From his position, he couldn't see out the door or through the window so he tried to listen. He heard it creep by the room and off down the hallway.

Even when he could no longer hear it he still waited just to be sure. Finally, releasing a held breath, he crawled out from his hiding spot and peeked out the window into the hallway with the camera. Empty. Except for the black masses of goo which seemed to have grown. Spencer gulped. He didn't want to get trapped down here by those nasty things. He quickly turned his phone flashlight on, returned to the albums and flipped through them. Until he spotted something.

A picture of a girl with a nurse. He almost missed it as he'd been attempting to ignore any creepy images of the nurses and doctors. But the little girl looked familiar. She looked very sickly, face sunken in and extremely thin in her hospital gown, but he was almost sure it was the same girl he saw earlier. He took the photo out of the album and flipped it over. Bingo! There was writing on the back, just like he hoped for. It was old and faded but he could still kind of make it out.

_Elizabeth 'Ellie' Roberts and - -_

The name of the second person was redacted. Spencer hoped the name he could read belonged to the girl. He scooted back over to the piles of files and dug through. Roberts...Roberts...Roberts… _Got it!_

He found a patient file under the name Roberts, Elizabeth. There was a picture attached on the inside of the girl he saw earlier, looking healthy and happy, along with an older woman. The woman's face wasn't scratched out nor did she have the gaping holes for eyes or mouth. He assumed she wasn't a nurse or doctor of the hospital then. Mother or relative maybe?

He read over the file. The girl died young from a serious illness the same year the hospital was closed down and shortly before the staff started going missing. Too convenient to just be a coincidence. Spencer smirked and was about to close the folder when he saw a handwritten note scrawled on her papers.

It was a brief comment left by one of the nurses noting a recommendation for psychiatric treatment whenever her condition was stable enough to allow it. Apparently, the girls' mother also died of the same illness in the same hospital. Spencer frowned. That must have been traumatic for a child that age. If this girl was the ghost who was also responsible for the monster that could be why.

He looked at the picture again as he took it from the file and something caught his attention. Ellie was holding a teddy bear but the teddy bear had buttons for eyes. Something about the buttons struck him as familiar. What had she said earlier? His mind had been foggy and he hadn't been paying too close attention. He shook his head and pocketed the photo.

Now came the hard part. He had to find the ghost and talk to her. Praying that it was actually Ellie who was the cause of all this...

Spencer struggled to his feet and limped to the door. When he reached the doorway he heard something. Something he really, _really_ didn't want to hear coming from a place he really REALLY didn't want to go to. He heard something coming from the morgue.

Spencer stared down the hallway through the camera. No movement other than dust. He hesitated. Did he dare go have a look? It-She might be there and he could try talking to her. But of all the places the ghost had to go to...why _there?_

His heart pounded in his ears and a voice in the back of his head whispered to him that even if he did figure out how to calm the ghost down it didn't mean it would result in a happy ending. He'd seen and produced plenty of horror movies where even if the protagonist lived more often than not their companions didn't. Sure the protagonist got a cool wide zooming-out shot at the end showing them emerging from their horror all alone and triumphant. But Spencer knew that wouldn't be the case for him. He didn't want that. He wanted to leave this place with all of his friends.

He grabbed his necklace again, took a deep breath to steel himself, and started down the hall. He avoided the undulating spots of black ooze that clung to the walls and floor. All the while making sure to keep a lookout for the monster.

He stopped a little ways outside the morgue. "Uh...Ghost? Is this Ellie? Are you in there? I want to talk…"

No response. All he heard was his pounding heartbeat. He took a few more steps forward while gazing through the camera. As he neared the entrance to the room he saw something that sent a wave of panic through him and he jumped back. He saw into the room for a moment and dark figures were standing there. He crept forward enough so he could just make them out through the camera. Yup, someone or something was there. Not his imagination.

Slowly he took out his phone and turned on the flashlight to illuminate the room. Several black human-shaped figures stood in rows. Motionless.

The same moment that the rational part of his brain told him to nope out of there glowing eyes appeared on all of the figures. An all too familiar panic tore through him. Immediately he turned and ran. The shuffling of moving bodies and shambling footsteps like zombies followed behind him.

Spencer limped as quickly down the hallway as possible, tripping over debris and dodging the growing black goop. He could hear the shadow people shuffling after him still but the sliding footsteps grew fainter and fainter. He made it up the stairs to the main floor and immediately started towards the pediatric ward. If this ghost was the little girl he figured he had a higher chance of finding her where he saw her before.

But the ooze on the walls was growing. Spreading across every surface and sucking in the light. It was becoming increasingly difficult to see even with the light of his phone and night vision camera.

He stumbled down corridors, periodically checking rooms and grime-covered signs to make sure he was going the right way. Although he had no idea where to go. Last time he ended up there by mistake. The more he found himself backtracking down dead ends and wrong turns the closer the footsteps thundered.

Closer and closer and closer.

With his stupid injured leg, he could only run so fast. Spencer rounded a corner and was met with one of the shadow people. It grabbed him by the shoulders.

"GET OFF!" Spencer screamed as he struggled and swatted at it. Its eyes bore into him, unblinking.

Something seemed familiar about the silhouette but he didn't care to find out why right now. He finally managed to get it to let go yet in the process he accidentally flung his phone across the hallway. One of the approaching shadow people stepped on it and it made a loud _crack_ before the light went out. Whelp, so much for that.

Then down the adjacent hall, he heard the familiar scratch of nails on the hard floors. Uh oh.

Spencer turned and ran through an open corridor devoid of shadow people, not caring where it went, only that he put distance between them. The dim light of the night vision was very little help in navigating and he found himself running in any direction he could. Through open doors, down the halls, not knowing where he was going but he could hear scratching and footsteps closing in.

Spencer's foot caught on something right outside of one of the rooms and he fell. Again. This was becoming a bad habit. His eyes snapped open realizing the monster or the shadow people would be on him any second. He dragged himself into the room, slammed the door shut and propped up an old chair against it to keep it shut. He heard the monsters outside as they rammed the door. The old metal chair legs screeched against the floor an inch as the door lurched.

Spencer backpedaled. He was trapped. A sickening feeling sank into his gut like before. That this was the end. That he'd failed.

Spencer looked around the room desperately for any ideas on how to get out of this. Then something underneath a nightstand next to him caught his eye. Two dots, familiar reflections of light against plastic. He panicked as flashes of Franks' sentient dolls flew across his mind once again but the dots didn't move. It was some kind of stuffed animal. Spencer managed to squeeze his hand into the small space. The jagged wood of the old nightstand scraped against his skin but he managed to grab the thing and pull it out.

It was an old teddy bear. Dirty and tattered with time but a strangely suspicious teddy bear. Spencer pulled out the photo of Ellie with her mother from his pocket and looked at the bear in the photo. Now he remembered what the girl had said earlier to him.

"...Mr. Buttons?" he muttered to himself.

The chair lurched with a screech against the floor again. The crack in the door widened and a gangly clawed arm thrust through, swinging around and slashing.

Spencer pressed his back against the wall. He was out of options. The door burst open, throwing the chair across the room. The monster lunged at him. Spencer screwed his eyes shut and thrust the bear forward.

Everything stopped. Dead silence.

He held the bear out, not daring to breathe, move, or even look. He just waited. Whether it was for the beast to tear into him or something else he wasn't sure. But he waited and hoped he was right. Eventually, something gently took hold of the bear and slowly pulled it out of his hands.

He dared to crack open an eye. Instead of seeing a gangling skeletal creature about to devour him he saw the same little girl from earlier. But she didn't look quite the same. She looked thin, sickly, and was dressed in hospital clothes with a knit hat. Her shining big eyes gazed at the bear as if it were made of gold and a large smile stretched across her face.

"Mr. Buttons!" she cheered and hugged it tightly.

In her hands, it appeared as it did in the photo. Clean, almost new, as opposed to the old dirty way he'd found it on the floor. In fact, the whole room did. It looked the same way he'd seen in his vision before. Clean and bright as if the decay of the rest of the building had never touched it. Sunlight poured in through the window when it still should have been night outside. Then it hit him that he was seeing the room the way she remembered it when she was alive. Somehow, her ghostly powers gave that illusion.

Spencer gave himself a moment to catch his breath and make sure the shadow people stayed where they were before he knelt down to her level. "Ellie?"

Her eyes snapped up to him. "Who are you?"

"My name is Spencer. You're Ellie, right? Elizabeth?"

She looked him up and down cautiously before nodding and stepping back.

"Hold on, I just wanna talk!"

She stopped, glancing back and forth between him and the bear. "Will you play tea party with me and Mr. Buttons?"

Spencer's mouth opened and closed, unsure of how to respond. He looked back at the shadow people. They still hadn't moved. Their familiar silhouettes sending a chill down his spine. He turned back to her, "Uh, sure...for a bit."

She grinned and ran to the bed, perching herself on one end where the tray and tea set was. She set Mr. Buttons on one side of the tray and gestured for Spencer to take the spot opposite to her. He gulped but did so.

Everything looked normal and harmless enough. He took a swig of the 'tea'. His eyebrows rose up to his hairlike when it actually tasted like tea.

"How is it?" She asked as she pretended to let Mr. Buttons have a sip from a cup.

"Good," Spencer smiled, "So...Ellie-Uh, can I call you that?"

She nodded.

"Did your mom make Mr. Buttons for you?"

She grinned and nodded eagerly, "She did! He used to have normal eyes but one fell out one time. Then she sewed buttons on! They're cool, aren't they?"

Spencer smiled, "That's awesome. My cousin did something similar when we were kids."

She blinked up at him, "Is he the funny flying man I saw before?"

Spencer snorted, "Yeah. Him. When we were kids my favorite zombie toy got all busted up but he somehow made it even cooler by painting all the busted bits to look like blood."

She gasped in excitement, "We could play with them together!"

Spencer forced a smile. It was kinda cute that she wasn't freaked out by the whole 'zombie thing'. He really hated to squash her enthusiasm but he doubted he'd ever get ZomBoy and Mr. Buttons to meet. "Listen...Ellie...I...read your file. I know you got really sick, which is why you were here."

She frowned and grabbed her teddy bear, hugging it tightly.

Spencer frowned, "I can't relate to what happened to you but I know what you went through was terrible. Your mom had the same sickness, didn't she? She passed before you did, right?"

The little girl nodded, not looking up at him. "The doctors and nurses told me everything would be ok. They lied. Mommy started to change, she didn't look like herself. They stopped letting me see mommy as much after that and didn't tell me why. They didn't tell me she was gone. I was really sick too. I started to not look like myself. I was changing like mommy changed and I didn't feel so good. Other kids said I looked like a skeleton just like my mommy did…"

_Ah...that explains her 'monster' form._

"The doctors and nurses kept telling me everything was gonna be ok but it wasn't…

"...Is that why you took them?"

"They were all a bunch of liars!" She screamed as tears spilled down her cheeks.

Darkness started to seep across the floors, walls, and ceiling from the corners of the room.

"Whoa, whoa! Hold on, it's ok! Uh-...Actually, it's not...is it?"

The darkness stopped. Ellie looked up at him with big glassy eyes.

"I think...they didn't mean to hurt you by lying, Ellie. I think they were just trying not to scare you. Sometimes people lie because they think it'll lead to a better outcome or it'll make people feel better." Spencer sighed, "That bit I'm at least familiar with…"

"How?"

"My cousin again, he had lied. I was around your age at the time and I remember getting sooo mad at him for it. But he was only trying to protect me. It didn't go as planned...kinda like all this."

Her eyes widened and she looked at the shadow people still looming in the hallway. "I-...I didn't mean-..." Her breath caught and she rubbed at her eyes, "I just wanna see mommy again. Why am I here and she's not?"

Spencer frowned, "I don't know. But...a friend once told me that the people you love don't really go away." He did the same thing Billy had done earlier by pointing at the girl's chest. "They're always right here with you. Even if they aren't here physically...does that make sense?"

She blinked up at him before placing a hand over her heart. She was quiet for a long time before she held out her teddy bear and stared at it. "Mommy said she made Mr. Buttons for me so I'd always have a special friend who could make me smile. That it was a little piece of her so I'd never be alone, even if she wasn't here anymore. I didn't understand before," she placed her hand back over her heart, "But I think I do now."

He smiled slightly, taking the photo from his pocket and handing it to her. She took it and stared at it with a frown.

"Sounds like she loved you very much. She never meant for anything bad to happen to you. Unfortunately, that's just how life is sometimes. It's not fair and it totally sucks, but we can't control it. We can only control how we handle it."

She stared back at the shadow people and a long moment with glassy eyes and a barely restrained frown. She took a deep breath, released it and hugging her teddy bear. "...I didn't handle it well, did I?"

"Don't...take this the wrong way but you didn't know any better. Especially for something as horrible as what you went through. Kids shouldn't have to go through that. You were scared and angry and upset. Even the best of people react badly when they feel like that. My cousin and I didn't handle our situation any better either when we were kids and we paid for it too. But I don't think you feel as angry or scared about it anymore, do you?"

She shook her head, "No. I don't wanna stay here anymore either…"

"You could...try moving on? Do you understand what that means?" To be honest, he wasn't sure what it meant either. He and Billy were still learning about all this ghost stuff, but it was his only shot at this point.

"...Will I see mommy again?"

Spencer frowned, he wasn't going to lie to her, "Honestly, I don't know. But staying here...could arguably be worse…"

Ellie hesitated. Spencer started to fear he hadn't convinced her but then she nodded. "Ok...I'll try."

Spencer smiled a little, "Think you can do me a favor before you do?"

She looked up at him.

"Are you able to bring my friends back?"

The girl's eyes were glassy again for a moment as she looked at the shadow people. Finally, after a beat, she nodded, "I'll try."

She hopped down from the bed. Ellie turned to him and held out her hand. Blinking down at her Spencer hopped off the bed too, taking her hand. She led him towards the doors where the shadow people parted, making a path for them to get through. Ellie led him through the corridors which were no longer covered in the dark goop. They'd returned to how he remembered them when they first arrived. Like a regular abandoned hospital. There was even an ethereal dim ambient light which helped him to see a little bit as they walked.

Ellie led him all the way downstairs and back to the lobby. She let go of his hand in the center of the lobby, walking a few feet ahead of him and facing the main entrance doors. The shadow people stood in a semi-circle behind them, watching and waiting.

Ellie hugged Mr. Buttons tight one more time, glancing at Spencer over her shoulder. He smiled and nodded at her. She nodded back, taking a very deep breath and closing her eyes. As she released it Spencer could feel the density of the atmosphere lifting and the room brightened a little more.

He looked back at the shadow people and the darkness surrounding them fell away like ash, drifting up into the air and vanishing. From them emerged people. The missing doctors and nurses he'd seen in the article and the photographs. Then Adrian, Lolo, and finally Rajeev and Shanilla. Those who emerged all let out a breath as if they'd been holding it for a long time before collapsing to their knees.

A grin blossomed across his face and he ran over to them, falling to his knees to scoop the two up in a hug. "Guys! You're back!"

"Uhg...wha?" Shanilla groaned, clearly still dazed.

"Whoa...man I had one heck of a freaky dream…" Rajeev slurred before letting out a huge yawn.

Spencer drew back and smiled at the pair.

"Dude, what the heck happened while we were out?" Rajeev asked as he rubbed at an eye.

Spencer sighed, "Long story. I can't tell you how good it is to see you dudes again." He glanced around to account for everyone Rajeev, Shanilla, Lolo, Adrian, looked like just about all the doctors and nurses who'd gone missing were here too. But...Where was Billy?

Spencer frowned. He didn't see the ghost anywhere. A hand flew up to his necklace again to make sure it was still there. Yup, it was. So where was he? Spencer started to panic. Billy was a ghost so maybe Ellies' effects on him were different. If that was the case then where was he sent to?

Spencer spun around towards Ellie and froze at the sight of her chatting with a figure. It was Billy, sunken down to his haunches talking to her. Ellie looked over at Spencer and smiled. Billy followed her gaze, grinned, and stood up to his full height.

Spencer couldn't help himself and he ran to his friend. Right as Billy reached out for him Spencer punched him in the face.

"You stupid jerk! Don't you ever do that again!"

Billy floated back, stunned for a moment before glaring back, "What the heck was that for?! It's not like I vanished on purpose!"

"You jumped in front of me and took an ecto bolt to the chest! What were you thinking?!"

"I was trying to save your dumb ungrateful butt again, that's what I was thinking!"

"Well don't do that! You have no idea what I just went through! You can't just say something all mushy and leave me alone again you tool-shed! Do you know how scared I was?!"

Billy recoiled slightly. Spencer expected him to clap back right away, either with an insult, argument, or one of his diva tantrums. Maybe even be a little hurt or hit him back but he didn't. Billy just stared. Spencer glared back as it took a minute for his brain to catch up with what he said. He felt his face heat up with embarrassment and his eyes stung. He was doing it again. Overreacting and blowing up. But the ghost didn't react the way Spencer expected him to. He just smiled a little sadly and pulled Spencer into a tight hug.

"Sorry, lil' brosephs. I didn't mean to make you worry."

Spencer gritted his teeth. He knew Billy just saving him after all. But for a while, Spencer didn't know if he'd ever see his friends again, especially not Billy given how he vanished. Spencer screwed his eyes shut and buried his face in the ghosts' shoulder as his arms wrapped around him.

"Stupid jerk…"

"Yeah, yeah, I know," Billy muttered as he patted Spencers' back and squeezed him tight.

Uhg...this was all wrong. When had Spencer become the whiny, childish one throwing a tantrum? That was Billy's job. When had their roles switched? He'd figure that bit out later. For now, for a guy who hated hugs he was just going to enjoy one. Before the ghost went and got himself obliviated again.

The lobby around them grew brighter. As Spencer pulled away from Billy the floors, walls, and ceiling shifted to look good as new. Clean, warm, and inviting. Brightly colored children's drawings and paintings decorated the walls. The windows seemingly repaired themselves and bright sunlight spilled in through them.

The little girl stood at the end of the hall by the doors. Dressed in her sundress with her hair in bouncing about her shoulders, bright eyes smiling up at them, and hugging her teddy bear she looked alive. Exactly how she had looked in the picture with her mother.

"Wow…" Spencer gaped in awe. Who knew a ghosts' power could do something like this? He glanced at Billy who looked strangely...solid. Dare he say alive had he not know better.

Billy blinked at Spencer's odd stare before taking a look at himself, appearing startled as he reached the same conclusion. They shared puzzled looks with each other and with Rajeev and Shanilla before looking to Ellie.

She stood in front of the doors with her back to them. The windows were no longer blocked and a bright light flooded in through the glass doors. So bright and warm that it was unnatural. Ellie turned back towards them.

"Thank you," Spencer smiled.

She smiled back albeit a little sad.

A voice came from the light of the doors. To Spencer it sounded too garbled to make out but Ellie seemed to understand. Billy even perked up at it. Ellie gasped and spun around, taking two steps closer.

"Mommy?"

There was the voice again. Echoey and faint to Spencer and the rest of the living. The double doors opened and the light silhouette of a figure stepped in. It was too overexposed and bright for Spencer to see but it looked like a woman. He shielded his eyes, trying to get a better look.

"MOMMY!" Ellie cheered and ran to the figure. The woman scooped the little girl up into a big hug.

Spencer blinked and looked at Billy who was just as surprised. Had they actually done it? It was a total shot in the dark but it worked.

Once the woman released the girl Ellie looked back at the boys with a huge smile and waved. "Thank you, Mr. Spencer!"

Spencer smiled and waved back.

Ellie's mother said something to the girl before the pair turned and walked into the blinding light. Spencer and the rest of the living shielded their eyes as the light grew impossibly brighter, filling every inch of the room and spreading across the rest of the hospital.

When it faded and they opened their eyes, everything had returned to normal. The sunrise was cresting the horizon just outside the glass doors. The tattered remains of the old hospital lay strewn about as they had before with no sign there was ever any dark ooze or haunting there. Spencer looked around and saw his friends, his classmate with her bodyguard, and all the old doctors and nurses in the lobby looking utterly confused. He glanced over to Billy who looked like a ghost again, only visible to anyone wearing his gear.

"We did it."

Billy looked up at him and paused. Then smirked. "_You_ did it, lil' dude. Told you you would."

A grin spread across Spencer's face.

* * *

It had been three days. How had it only been three days?! He was going to go crazy, surely. Spencer sighed and pouted out the window once again.

"Come ooonnn, bro, being grounded ain't that bad. At least you still have me for entertainment!" Billy grinned from his hovering spot in the center of the room, tapping away on his keytar.

Spencer rolled his eyes. He was restricted to his room for three weeks with the computer and TV turned off for being out all night without contacting his parents and for 'losing' his phone. They made sure he couldn't use his electronics by removing the cords or power adaptors from the room. Of course, Billy could easily help with those things… He couldn't disappoint his MeTube fans after all. He looked back out the window again right as his Mom walked out to help his Dad in the garden.

"Ok! They're outside. We got a few minutes. Do your thing."

Billy glowered and sighed, "Fiiine." He swooped into the TV. It fizzled for a moment before turning on and then he did the same thing to the computer.

Spencer grinned and hoped into his chair, bringing up his MeTube page and film editing software while Billy looked for something to watch.

"Bro! Check it!"

Spencer spared him a glance as Billy pointed to the TV. On it, their local newscaster was standing in front of the old hospital they'd escaped from.

Spencer grabbed the remote and turned the volume up on the TV.

_"This is Kath Katherson coming to you with our top story today. Almost a dozen doctors and nurses who had gone missing years ago emerged from the condemned west-end St. Charles Hospital early this morning. Our sources tell us that they seemingly have no memories of the time during which they were missing. Stating quote: 'It was like going to bed one night and waking up the next morning. Only, instead of being asleep for a few hours, years passed. We can't remember what happened from the time of our disappearance until yesterday morning. No memories, no dreams, nothing.'_

_The staff who went missing are in the process of contacting their families to catch up on the lost time. Local scientists are at a loss as to what could have caused such a phenomenon. Police and state officials are continuing to investigate what could have happened and why the victims have emerged now from the old hospital. During the course of their investigation, all Calorie demolition projects of the condemned west end buildings have been suspended._

_Mr. Calorie himself has attempted to appeal the suspension which was blocked by the judicial office. He has declined to comment any further on the impact this could have on his company. We will continue to update you once more information is made available."_

"Haha, how cool is that?! We made the news!"

Spencer rolled his eyes, "WE didn't exactly make the news, drill bit. Just the people who were freed."

Honestly, Spencer was glad there was no mention of him, Rajeev, or Shanilla. The four of them got the heck out of dodge as quickly as they could as soon when they realized what time it was. The Calorie demolition crew had been just about ready to tear the place down when all the people emerged, sending the crew into a frenzy of panic, especially when their boss' daughter and her bodyguard stumbled out in a haze. Spencer, Rajeev, Shanilla, and Billy all snuck away in the chaos.

Lolo had tried dragging their group down by calling them out but as soon as she started babbling on about the skeleton monster, the darkness that swallowed them, and the 'light at the end of the tunnel', she was immediately taken to the hospital to get her head checked for a concussion and a psych eval. Her stories were drowned out by the news of all the missing people suddenly being found anyway. No one seemed to believe her, thankfully. Though when Spencer was at school her glares towards them seemed even sharper than usual.

Spencer turned back to his MeTube page. He'd uploaded some 'candid' clips of the footage he'd caught at the hospital under a found footage theme to see how his audience would receive it.

"Dude, check it out! My clips got a boatload of likes! They're loving the 'found footage' horror theme."

"Awesome, brojangles!"

"Oh man, just wait until I finish editing the whole thing. I wonder how many other ghosts are out there. I could do a whole 'ghost hunting' series!" Spencer practically vibrated at the thought.

"Nope. No way. We're not going to actively go looking for supernatural trouble, my little brost-hunter."

"Aw come on~! I thought you said you wanted to experiment using your powers more? That whole detecting a ghost nearby thing is one of them and there's only one way to test it." He grinned.

"Absolutely not!"

Spencer laughed. For the first time in weeks, things felt like they were getting back to normal and he was going to enjoy every second of it.


End file.
